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LAW OFFICES

MARSHALL S. ZOLLA
A PROFESSIONAL. CORPORATION
' FILED
LOS ANCIEL.BS SUPSRtOR COURT

3
2029 CENTURY PARK EAST
SUITE I 020 FEB 04 20~
JOHN~.9.-~~~::~ER~
LOS ANGELES, CAIJFORNIA 90067-29 I I
4 (3 I Ol 407-0770

5
Marshall S. Zolla,. Esq., State Bar No. 35295
Leonard J. Meyberg, Jr., Esq., State Bar No. 38096
~Yi~i!PYTY
6

7 Attorneys for Respondent


JENNIFER JUSTINE MUSK
8 SUPERIOR COURT OF THE STATE OF CALIFORNIA
9 FOR THE COUNTY OF LOS ANGELES
10

11 In re the Marriage of ) Case No: BD487602


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-12 Petitioner: ELON MUSK )
Cll en ) DECLARATION OF LEONARD J.
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t- And ) MEYBERG, JR.
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Respondent: JENNIFER JUSTINE MUSK )
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i:i:::: c: uil 7 I, LEONARD J. MEYBERG, JR., declare as follows:
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< ~ ~18 1. Declarant is an attorney at law licensed to practice in the State of California.
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~ ~19 Declarant is of counsel of the law finn of Marshall S. Zolla, A Professional Corporation, attorneys of
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20 record for Jennifer Justine Musk in the within dissolution of marriage proceeding. If called upon as
21 a witness, I could and would competently testify to the following:
22 Ill
23 Ill
24 I II
25 I II
26 I II
27 Ill
28 Ill
1
IN RE MARRIAGE OF MUSK DECLARATION OF LEONARD J. MEYBERG, JR.
l:\WPDATAIMUSK\Plcadings\dccljm 020410.Wpd
1
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2.

Jn anticipation of the February 9, 2010 hearing on Petitioner's discovery motion re
2 Requests for Admission (RFA"s), attached find Schedule 8 to Respondent's Response identifying
3 those RFA's still subject to objection upon which you will rule and the substantial number
4 Respondent will now, in light of your January 12 rulings, answer thus significantly reducing the
5 amount of time you need spend reviewing the Motion.
6
7 is true and correct.

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IN RE MARRIAGE OF MUSK DECLARATION OF LEONARD J. MEYBERG, JR.
I:IWPDATAIMUSK\Plcadings\dec ljm 020410.wpd
, '
1 ATTACHMENT 8 TO RESPONSIVE DECLARATION TO NOTICE OF MOTION
2
3 8. OTHER RELIEF (specify):
4 Respondent. Jennifer Justine Musk, requests the following orders:
5 A. Petitioner, Elon Musk's Motion to Compel Discovery etc. is denied in its
6 entirety.
7 B. In the alternative, Respondent requests the following relief:
8 1. Wit~out-waiving the objections Respondent interposed in her earlier
9 Responses to Petitioner's Requests for Admission of Truth of Facts, ("RFA's") Respondent is
10 ordered to submit supplemental responses to the RFA's Nos. 14, 15, 23, 24, 27, 28, 29, 30, 31, 32,
11 36, 41, 43, 47, 49, 66, 67, 68, 69, 70, 71, 72, 73, 74, 75, 76,'77, 78, 79, 80, 82, 83, 91, 92, 93, 95, 96,
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-o; 12 97, 99, 100, 101, 103, 104, 105, 107, 108, 109, 111, 112, 113, 115, 116, 118, 119, 121, 122, 124,
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~~ 13 125, 127, 128, 130, 131, 132, 140, 141, 142, 166, 167, 168, 169, 170, 171, 172, 173, 174, 175, 176,
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177, 183, 184, 185, 189, 191, 192, 193, 194, 195, 196, 197, 206, 207, 208, 209, 210, 222, 223, 224,
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250, 251, and Form Interrogatory 17.1. which, because there were no responses to the interrogatory
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::g applicable to those RFA's to which she objected, will contain objections as appr~priate.
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Ng 19 44, 45, 86. 87. 89, 133. 164, 165, 198. 218. 219. 220. 221. and Form Interrogatory 17.1 in connection
20 to these RFA's are sustained, and no supplemental responses are required.
21 3. Respondent shall respond to the RFA's, set forth in Paragraph 8.B.1
22 and applicable Form Interrogatory 17.1. in response to these requests, by February 26, 2010.
23' 4. Petitioner's request for monetary sanctions is denied.
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IN RE MARRIAGE OF MUSK ATTACHMENT 8
l:IWPDATAIMUSK'<>pp01.motiontoeomp~.ditcovuyete\atuehB.wpd
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PROOF OF SERVICE
MUSK and MUSK

2 BD487602
3 STATE OF CALIFORNIA, COUNTY OF LOS ANGELES:
4 I am employed in the County of Los Angeles, State of California. I am over the age of 18 years and
am not a party to the within action. My business address is 2029 Century Park East, Suite 1020, Los
5 Angeles, California 90067. On February 4, 2010, I caused the foregoing document(s) described as
DECLARATION OF LEONARD J. MEYBERG, JR. to be served on the interested parties in this
6 action as follows:
7 181 . by placing D the original 181 a true copy thereof enclosed in sealed envelopes addressed as
follows:
8
Todd A. Maron Esq.
9 Jaffe & Clemens
433 North Camden Drive
10 Suite 1000
Beverly Hills, CA 90210
11 Fax: (310) 271~8313
-12
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N Cl D BY MAIL: I am "readily familiar" with the firm's practice of collection and processing
~ c:i13 correspondence for mailing. Under that practice it would be deposited with the U.S.
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... 0 Postal Service on that same day with postage thereon fully prepaid at Los Angeles,
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~;:Ill cn California in the ordinary course of business. I am aware that on motion of the party
~ ~ < served, service is presumed invalid if the postal cancellation date or postage meter date
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:I~~~ ~15 is more than one day after date of deposit for mailing in the affidavit.
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~~a: J16 D BY OVERNIGHT .COURIER: I caused such envelope to be placed for collection and
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u delivery on this date in accordance with standard _ _ _ _ _ _ _ _ __
delivery procedures.
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< ~ ~18 181 BY FAX: In addition to service by mail, I transmitted a copy of the foregoing
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document(s) this date via telecopier to the facsimile numbers shown above.
~ ~19 D BY PERSONAL SERVICE: I caused such envelope to be delivered by hand to the
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20
[State] I declare under penalty of perjury under the laws of the State of
21 California that the foregoing is true and correct.
22 D [Federal] I declare under penalty of perjury that the foregoing is true and
correct.
23
24 Executed on February 4, 2010, at Los Angeles, California.
25

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dee ljm 020410. wpd


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I'
I
I
- FOR COURT USE ONLY
FL-320
ATTORNEY OR PARTY WITHOUT Ai:TORNEY (Name, state bar number, and address}:
MARSHALL S. ZOLLA, ESQ. - SBN35295
I-LEONARD J. MEYBERG, JR.' ESQ. - SBN3809.6
LAW OFFICES OF MARSHALL S. ZOLLA, APC
2029 CENTURY PARK EAST, SUITE 1020
LOS ANGELES, CA 90067
TELEPHONE NO.: (310)407-0770 FAX NO.: (310)407-0776
.FILED
ATI'ORNEY FOR (Name}: JENNIFER JUSTINE MUSK S~r CoUrt of California
SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELES unty of Los Angeles
STREETADDRESS: 6230 SYLMAR AVENUE
MAILINGADDRESS: 6230 SYLMAR AVENUE JAN 04 2010 (Jr/
CITY AND ZJP CODE: VAN NUYS I CA 91401
JohnA. Clarie E .
BRANCHNAME: NORTHWEST DISTRICT
PETITIONER/PLAINTIFF: ELON MUSK
By ff~'=Offi0<t/ Ciak
JJ::..'<~Y ~ y , Deputy
RESPONDENT/DEFENDANT: JENNIFER JUSTINE MUSK
EXPARTE
CASE NUMBER:
RESPONSIVE DECLARATION TO ORDER TO SHOW CAUSE
OR NOTICE OF MOTION
HEARING DATE: TIME: DEPARTMENT OR ROOM: BD487602
January 4, 2010 8: 3 0 A . M. NW "K"

1. 0 CHILD CUSTODY
a. D I consent to the order requested.
b. D I do not consent to the order requested but I consent to the following order:

2. 0 CHILD VISITATION
a. D I consent to the order requested.
b. D I do not consent to the order requested but I consent to the following order:

3. 0 CHILD SUPPORT
a. D I consent to the order requested.
b. D I consent to guideline support.
c. D I do not consent to the order requested, but I consent to the following order:
(1) D Guideline
(2) D Other (specify):

4. 0 SPOUSAL SUPPORT
a. D I consent to the order requested.
b. D I do not consent to the order requested.
c. D I consent to the following order:

5. 0 ATIORNEY FEES AND COSTS


a. D I consent to the order requested.
b. D I do not consent to the order requested.
c. D I consent to the following order:

Page1 of2
Form Adopted for Mandatory Use
Judicial Council of Califomla
RESPONSIVE DECLARATION TO ORDER TO SHOW CAUSE ~
FL~20 !Rev. January 1, 2003) OR NOTICE OF MOTION So~ii~

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PETITIONER/PLAINTIFF: ELON CASE NUMBER:

RESPONDENT/DEFENDANT: JENNIFER JUSTINE MUSK BD487602

6. 0 PROPERTY RESTRAINT
a. D I consent to the order requested.
b. D I do not consent to the order requested.
c. D I consent to the following order:

7. 0 PROPERTY CONTROL
a. DI consent to the order requested.'
b. DI do not consent to the order requested.
c. D I consent to the following order:

8. CXJ OTHER RELIEF


a. D I consent to the order requested.
b. DO I do not consent to the order requested.
c. CXJ I consent to the following order: Pe t i t i oner's relief be denied in its entirety.

9. 0LJ SUPPORTING INFORMATION


DO contained in the attached declaration.
Memorandum of Points and Authorit i es;
Declaration of Marshall S. Zolla, Esq.

NOTE: To respond to a request for domestic violence restraining orders requested in the Request for Order (Domestic Violence
Prevention) (form DV-100) you must use the Answer to Temporary Restraining Order (Domestic Violence Prevention) (form
DV-120). '

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Date: DecemberO\ , 2009

DEBORAH ELIZABETH ZOLLA


(TYPE OR PRINT NAME)

FL-320 (Rev. January 1, 2003) RESPONSIVE DECLARATION TO ORDER TO SHOW CAUSE Page 2 of2

OR NOTICE OF MOTION
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1 MEMORANDUM OF POINTS AND AUTHORITIES


2 Respondent, Jennifer Justine Musk ("Justine") submits the following Memorandum of
3 Points and Authorities in support of her opposition to Petitioner, Elon Musk's ex parte application
4 requesting that his Motion to Compel Responses to Requests for Admission either be advanced to
5 January 22, 2010~ or the deadline date be extended to February 9, 2010.
6 I.
7 INTRODUCTION
8 The sole reason Petitioner, Elon Musk, brings the instant ex parte application is because
9 he waited too long to file his Motion to Compel responses to his Requests for Admission. As
10 explained in detail below, Elon Musk's attorneys insisted that non-expert discovery cut-off dates be
.
11 linked to the initial trial date; they memorialized those dates in a Notice of Ruling. They sent a meet
and confer letter, but then waited over a month to file their Motion, and then knowingly set their
Motion for hearing eighteen (18) days after the cut-off date confirmed at their own insistence.
The timing and sequence of events is instructive:
A. On November 16, 2009, both counsel participated in a conference call with the
Court. During that conference call, new trial dates were discussed due to Mr. Zolla's family medical
circumstances. It was agreed that another conference call would shortly be scheduled once proposed
trial dates and times were discussed with Leonard J. Meyberg, Esq. since he would probably be lead
counsel at the bifurcated trial. Mr. Clemens, during that conference call, insisted that all cut-off dates
20 be directly linked to the initial trial date of January 15, 2010, but wanted the cut-off dates continued
21 and trailed for each day that elapsed between that conference call and the next conference call. Mr.
22 Zolla advised the Court that he agreed to whatever adjusted discovery dates Mr. Clemens requested.
23 (Declaration of Marshall S. Zolla ~3.)
24 B. On November 18, 2009, Elon Musk timely received Justine's responses to his
25 Requests for Admission that were propounded on October 20, 2009. On that same date, Elon
26 Musk's attorneys sent a meet and confer letter regarding Justine's responses to the Requests for
27 Admission. (Declaration of Marshall S. Zolla ~10.)
28 C. On November 24, 2009, both counsel participated in a follow up conference call
1
IN RE MARRIAGE OF MUSK MEMORANDUM OF POINTS AND AUTHORITIES
l:\WPDATAIMUSK\oppos. ex plrte.extend deadline\mpa.wpd
1 with the Court regarding new trial dates for the bifurcated trial. Elon Musk's counsel insisted once
2 again that since 8 days had elapsed between the November 16 and November 24 conference calls,
3 that all cut-off dates be extended only from January 15 to January 23, 2010. Justine's counsel
4 advised the Court during that conference call that he was willing to extend the cut-off dates to any
5 date that counsel and the Court deemed appropriate. Elon's attorneys insisted that the cut-off dates
6 be linked to January 23, 2010 and not be extended one day after that date. (D~claration of Marshall
7 S. Zolla 1[4.)
8 D. On November 24, 2009, Mr. Luboff sent a Notice of Ruling confirming his firms
9 and his client's insistence that all trial discovery cut-off dates be linked to January 23, 2010.
10 Paragraph 3 of the Notice of Ruling set forth confirmation of all discovery deadline dates, statutorily
11 linked to a January 23. 2010 initial trial date. (Declaration of Marshall S. Zolla if5; Exhibit A.)
E. On November 30, 2009, Mr. Clemens sent Mr. Zolla a letter setting forth adjusted
discovery deadlines. Mr. Clemens advised that the changes were consistent with Mr. Luboff s
November 24 letter, which stated that he might have to reschedule certain deadlines if those
deadlines are impacted by the rescheduling of the meet and confer session or of the reconvening of
Justine's deposition. Mr. Clemens reset the last date for discovery motions to be heard for matters
other than non-expert discovery matters on January 22. 2010. (Declaration of Marshall S. Zolla; 1[6;
ExhibitB.)

F. On December 2, 2009, Mr. Zolla sent Mr. Clemens a letter in response to the
20 deadlines in his November 30 letter advising that there are mostly areas of agreement. Mr. Zolla
21 requested one date change and accepted all the other dates, including the date of the discovery cut-off
22 for non-expert discovery related motions on January 22. 2010. (Declaration of Marshall S. Zolla ~7;
23 Exhibit C.)
24 G. On December 3, 2009, Mr. Clemens sent Mr. Zolla another letter setting forth the
25 agreed upon discovery deadlines. Once again Mr. Clemens set the last date for discovery motions to
26 be heard for matters other than non-expert discovery matters on January 22. 2010. (Declaration of
27 Marshall S. Zolla ~8; Exhibit D.)
28 It is clear from the sequence of events set forth above that it was Elon Musk's attorneys
2
IN RE MARRIAGE OF MUSK MEMORANDUM OF POINTS AND AUTHORITIES
l:\WPDATAIMUSK\oppos. ex parte.extend dcadline\rnpa.wpd

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1 decision to select January 22 as the discovery cut-off date and not a later date. It was their judgment
2 call. It was their choice. It was their insistence. They knew on November 24, the day of the
3 conference call with the Court, and the same day they sent their Notice of Ruling, of these discovery
4 cut-off dates that they themselves hand-picked and selected. They also knew on November 18 when
5 they sent their meet and confer letter that they would likely file a Motion to Compel. Yet, they
6 waited over a month to file their Motion until December 29, 2009, and they knowingly set the
7 hearing for February 9, 2010, notably 18 days after their self-imposed and self- created discovery
8 cut-off deadline.
9 Based on the reasons below. Elon Musk's ex parte a1mlication should be denied:
10 First: No Emergency circumstance exists under California Rules of Court, Rule
11 3.1202(c), because, as case law illustrates, self-created emergencies are not sound or legitimate
emergencies. (Davenport v. Blue Cross ofCalifornia (1997) 52 Cal.App.4th 435.) Elon Musk's
counsel simply waited too long to file and serve their Motion. It's as simple as that. They chose a
discovery cut-off date and then. waited to file a Motion and set it for hearing weeks after their insisted
upon January 22, 2010 cut-off date. There is no good faith reason not to adhere to the dates they
selected and insisted upon.
Second: According to Los Angeles Superior Court, Local Rule 14.27: "Ex parte

applications and orders, including notice thereof, must comply with California Rules of Court, rule
3.1200 et seq., except for good cause shown or as otherwise provided by law, such as Domestic
20 Violence Protection Act proceedings under which orders may be issued with or without notice as
21 prescribed in Family Code section 6300." Local Rule 7.120)(3) further provides: "When the rules
22 permit an ex parte application or communication to the court in an emergency situation, a lawyer
23 should make such application or communication (including an application to shorten an otherwise
24 applicable time period) only where there is a bona fide emergency such that the lawyer's client will
25 be seriously prejudiced by a failure to make the application or communication on regular notice."
26 II.
27 NO EXIGENT CIRCUMSTANCES EXIST FOR THE REQUESTED EX PARTE RELIEF

28 California Rules of Court, Rule 3.1202(c), provides that: "[a]n applicant must make an
3
IN RE MARRIAGE OF MUSK MEMORANDUM OF POINTS AND AUTHORITIES
l:\WPDATAIMUSK\oppos. ex pane.extend dcadline\mpa.wpd
1--
1 affirmative factual showing in a declaration containing competent testimony based on personal
2 knowledge of irreparable harm, immediate danger, or any other statutory basis for granting relief ex
3 parte." It is well settled in California that "[s]ince due process requires reasonable notice and an
4 opportunity to be heard, ex parte orders are issued with caution and only under extraordinary
5 circumstances." (Hogoboom and King, California Practice Guide: Family Law (The Rutter Group
6 2009) Paragraph 5.214.) It is further well settled in California that Declarat_ions submitted with ex
7 parte applications requesting orders extending time must show "good cause" for such requested ex
8 parte relief. (Hogoboom and ~ng, California Practice Guide: Family Law (The Rutter Group 2009)
9 Paragraph 9:358-9:359.) Similarly, a request for an order shortening time must be supported by a
10 Declaration showing "good cause." A mere lack of time for statutory notice is not a sufficient
11 showing. (Hogoboom and King, California Practice Guide: Family Law (The Rutter Group 2009)
Paragraph 9.364.)

Davenport v. Blue Cross of California (1997) 52 Cal.App.4th 435 is instructive on how


Courts deal with emergencies that are self created by the party asking for emergency relief. In that
case, the insured brought an action against the administrator of a group health plan seeking a
preliminary injunction requiring the administrator of a group health plan to pay for a high dose of
chemotherapy for ovarian cancer pending arbitration. The trial court entered a preliminary injunction
requiring the administrator to pay for treatment pending an arbitration. The administrator appealed.
The Court of Appeal reversed the trial court's decision, in part because it found that the insured was
20 not entitled to a preliminary injunction pending arbitration since she never demanded arbitration after
21 the denial of coverage. As the Court explained, " [e]ven assuming for the sake of argument that we
22 accept the impossibility of obtaining a timely arbitration decision at that late date, there was no
23 showing that such circumstance was attributable to anything other than plaintiffs own delay in
24 failing to demand an arbitration hearing. A preliminary injunction is an equitable remedy, and as
25 Blue Cross argues, one who seeks equity must do equity. [citations omitted.] Thus. plaintiff cannot
26 create a justification for emereency relief by sitting on her rights until she creates an emergency

27 situation. Blue Cross was prejudiced by the issuance of an injunction which would have the effect of
28 rending arbitration a hollow formality." (Id. at 454-455; emphasis added.)
4
IN RE MARRIAGE OF MUSK MEMORANDUM OF POINTS AND AUTHORITIES
l:\WPDATAIMUSK\oppos. ex partc.cxtcnd dcadlinclmpa.wpd
1 This case is analogous to Davenport in the sense that Elon Musk and no one else created
2 the emergency situation he now finds himself in. As the plaintif'insured did in Davenport, he sat on
3 his rights and delayed in timely filing his Motion to Compel. Elon Musk's attorneys initially chose
4 January 8, 2010 as the last day to hear motions on non-expert related discovery matters. They shortly
5 thereafter chose January 22, 2010 as the last day to have motions heard on non-expert related
6 discovery matters. They then confirmed that date over and over again in correspondence sent to Mr.
7 Zolla's office. They could have extended this deadline while on the conference call with the Court
8 and Mr. Zolla on November 24, 2009. They could have requested a later date after that conference
9 call. Yet, they chose not to do so. In fact, they insisted upon that date and no other date. As the old
10 expression goes, "They made their bed. Now they have to lie in it." They cannot use the ex parte
11 statute as an end run or back door to fix the late filing of their Motion. They missed the deadline and
there is no good faith or justifiable reason why that deadline should now be extended. Accordingly,
Elon Musk's instant ex parte application should be denied.
Ill .
SUCH EX PARTE RELIEF IS NOT ALLOWED UNDER

LOS ANGELES SUPERIOR COURT. LOCAL RULES 14.27 AND 7.12


According to Los Angeles Superior Court, Local Rule 14.27: "Ex parte applications and
orders, including notice thereof, must comply with California Rules of Court, rule 3.1200 et seq.,
except for good cause shown or as otherwise provided by law, such as Domestic Violence Protection
20 Act proceedings under which orders may be issued with or without notice as prescribed in Family
21 Code section 6300." Local Rule 7.120)(3) further provides "When the rules permit an ex parte
22 application or communication to the court in an emergency situation, a lawyer should make such
23 application or communication (including an application to shorten an otherwise applicable time
24 period) only where there is a bona fide emergency such that the lawyer's client will be seriously
25 prejudiced by a failure to make the application or communication on regular notice."
26 In the present case, Elon Musk failed to comply with both the local rules and the Rules of
27 Court because he created certain deadlines and then failed to meet them. He is now attempting to
28 use these rules, which were designed for litigants who have actual emergencies, to protect himself
5
IN RE MARRIAGE OF MUSK MEMORANDUM OF POINTS AND AUTHORITIES
I:IWPDATAIMUSK\oppos. ex parte.cxtend dcadline\mp1.wp<i
1 from suffering the consequences of missing a deadline. This is not the type of relief for which these

2 rules were designed. Accordingly, Elon Musk's instant ex parte application should be denied.

3 IV.
4 CONCLUSION
5 Based on the foregoing, Elon Musk's ex parte application to either advance his Motion to

6 Compel to January 22, 2010 or to extend the deadline for hearings on non-expert discovery motions

7 to February 9, 2010, should be denied.

8 Dated: December 31, 2009 Respectfully submitted,

9 Law Offices
MARSHALL S. ZOLLA
10 A Professional Corporation

11

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IN RE MARRIAGE OF MUSK MEMORANDUM OF POINTS AND AUTHORITIES
l:\WPDATAIMUSK\oppos. ex pane.extend dudlinelmpL1vpd
1 DECLARATION OF MARSHALL S. ZOLLA

2 I, MARSHALL S. ZOLLA, declare as follows:


3 1. Declarant is an attorney at law licensed to practice in the State of California.
4 Declarant is a member of the law firm of Marshall S. Zolla, A Professional Corporation, attorneys of
5 record for Respondent, Justine Musk, ("Justine") in the within dissolution of marriage proceeding.
6 If called upon as a witness, I could and would competently testify to the following:
7 2. Declarant makes this Declaration in opposition to Petitioner, Elon Musk's
8 ("Elon Musk") Ex Parte Application to Advance the Hearing on Motion to Compel Discovery, etc.
9 Declarant requests that the Motion be denied.
10 PETITIONER, ELON MUSK, HAS SET THE DISCOVERY DEADLINES
11 3. On November 16, 2009, at 1:30 p.m., Elon Musk's counsel, Bruce Clemens,

0 -
-12 Todd Maron, and Declarant participated in a conference call with the Court in order to clarify trial
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;)3 dates, trial deadlines and discovery deadlines. Since Leonard J. Meyberg, Of Counsel to Declarant' s
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~~a: (l)L Mr. Clemens insisted that all discovery deadlines would continue and trail for that eight (8) day
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.. ~ ~8 period. Declarant advised the Court that he agreed to whatever adjusted discovery dates Mr.
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20 4. On November 24, 2009, Mr. Clemens, Mr. Luboff, Mr. Maron, and Declarant
21 participated in a second confe!ence call with the Court in order to confirm the trial dates, trial
22 deadlines and discovery deadlines. The Court set the Bifurcated Trial for May 3, 4, 5, 6, and 7, 2010
23 in Department NW "K." The Court further ordered that deadlines for discovery and motions relating
24 to discovery shall be governed by the provisions of the applicable statutes and rules of court. Those
25 deadlines were to be calculated as ifthe date initially set for trial had been January 23, 2010.
26 5. Shortly after the telephone conference with the Court, Declarant had a
27 telephone conference with Mr. Clemens, Mr. Luboff and Mr. Maron regarding the discovery
28 deadlines. That same day, November 24, 2009, Mr. Luboff sent Declarant a letter enclosing a Notice
1
IN RE MARRIAGE OF MUSK DECLARATION OF MARSHALL S. ZOLLA
l:\WPDATA\MUSK\oppos. parte.tl<lcnd deadlinc\dccl.msz..wpd
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1 of Ruling concerning the Bifurcated Trial Dates, trial deadlines and discovery deadlines. In his
2 letter, Mr. Luboff set forth the agreed-upon and Court-approved discovery and motion deadlines,
3 including discovery motions. Paragraph 3 of the Notice of Ruling set forth confirmation of all
4 discovery deadline dates. statutorily linked to a Januazy 23. 2010 initial trial date. (A true and correct
5 copy of Mr. Luboff's November 24, 2009 letter enclosing the Notice of Ruling is attached as
6 Exhibit A.)
7 6. On November 30, 2009, Mr. Clemens sent Declarant a letter setting forth
8 adjusted discovery deadlines. Mr. Clemens advised that the changes were consistent with Mr.
9 Luboff's November 24 letter, which stated that he might have to reschedule certain deadlines if those
10 deadlines were impacted by the rescheduling of the meet and confer session or the reconvening of
11 Justine's deposition. Mr. Cleri1ens confirmed that the last date for discovezy motions to be heard for

o-
-12 matters other than non-expert witnesses was on January 22. 2010. (A true and correct copy of Mr.
N Cl
~ Zl3
Ill II)
Clemens' November 30, 2009 letter is attached as Exhibit B.)
I- 0
< ~ :; 014
....i~cnC11 7. On December 2, 2009, Declarant sent Mr. Clemens a letter in response to
....i ~ - <(
0 0 I- -
t1 ~ ~ ~ ~5 the deadlines in his November 30 letter advising that there are mostly areas of agreement. Declarant
ocnBuio
E....i.,:.: 11,,
0 ....i ~a: '.jl.6 requested one date change and accepted all the other dates, including the date of the discovery
~<!!<<(
= ~ 0.. u
Cl) ... >-
i:i: ... a: (J)L~1 motions of Januazy 22. 2010. (A true and correct copy ofDeclarant's December 2, 2009 letter is
-( ~ :i UI
~ .. i-..J
< ~ ~8 attached as Exhibit C.)
Cl z
~~9
NO
8. On December 3, 2009, Mr. Clemens sent Declarant another letter setting forth
..J
20 the agreed-upon discovery deadlines. Once again Mr. Clemens confirmed the last date for discovery
21 motions to be heard for matters other than non expert witnesses on January 22. 2010. (A true and
22 correct copy of Mr. Clemens' November 30, 2009 letter is attached as Exhibit D.)
23 9. Having refused and rejected other attempts at accommodation of dates, Elon
24 Musk's counsel now seeks, by their ex parte application, a unilateral alteration to accommodate the
25 untimely and late filing of yet another one of their discovery Motions. No good cause exists to grant
26 their unsupported requests, paliicularly after their insistence on strict adherence to statutory linkage
27 to the January 23 date.
28 I ll
2
IN RE MARRIAGE OF MUSK DECLARATION OF MARSHALL S. ZOLLA
I:IWPDATA\MUSK\oppos. ex parte.""1cnd dcadline\decl.msz.wpd
1 SERVICE OF JUSTINE'S RESPONSES TO DISCOVERY

2 AND PETITIONER'S MOTIONS

3 10. On October 20, 2009, Elon Musk served Justine with Requests for Admission
4 of Facts and Judicial Council Form Interrogatories-General, Set One.
5 11. On November 18. 2009, before the second conference call with the Court and
6 before the various letters from Elon Musk's counsel regarding the discovery deadlines, Declarant
7 served Justine's Responses to Requests for Admission of Facts and Responses to Form
8 Interrogatories-General. On November 18, 2009, Mr. Clemens sent Declarant a meet and confer
9 letter regarding Justine's Responses.
10 12. On December 29, 2009, at the end of the day, Declarant was served with Elon

11 Musk's Motion to Compel Discovery, etc. with a hearing set for February 9. 2010. after the

o~
-12 discovery deadline confirmed by Elon Musk's counsel.
N Ol ..
~ ~3 ELON MUSK'S EX PARTE NOTICE AND JUSTINE'S RESPONSE
w"'
I- 0
< ~:; 014
i-l';::ll)W- 13. On December 30, 2009, just before the New Year holiday, Todd Maron
~ < <
0 ~I- -
l:l ~ ~ ~ ~5 requested that the discovery deadline for "hearings on discovery motions be extended to February 9,
~Cll3Wo
t: ~ J !I: LI.
0 ~~ct: j6 2010." This was done after Elon's Motion was filed and served for February 9, 2010.
~<~<<
::c:=a.
Cll .. >
u
~7
~ .. 0: ll)L 14. Based on the foregoing, Declarant requests that the Court deny Elon Musk's
< g ::>Ill
~ ...... .J
< ~ ~8 requested relief in full.
Cl z
~NO~9 I declare under penalty of perjury under the laws of the State of California that the
.J
20 foregoing is true and correct.
21 Executed on December 31, 2009, at Los Angeles: California.
22
23
24
25

26
27
28
3
IN RE MARRIAGE OF MUSK DECLARATION OF MARSHALL S. ZOLLA
l:\WPDATA\MUSK\oppos. ex pane.extend deadline\decl.msz.wpd
1.

I.I
I.
~O~NEf OR PARlY WITHOuf ATTORNEY (Name, S , and address): ' ... FOR COURT USE. ONLY
FL-105/GC-120

BRUCE A. CLEMENS 60813


JAFFE AND CLEMENS
433 NORTH CAMDEN DRIVE, SUITE 1000
BEYERLY HILLS, CA 90210
TELEPHONE NO.: (310) 550-7477 FAXNO.(Optlonat): (310) 271-8313
E-MAIL ADDREss 1op11ona11:
ATTORNEY FOR (Name):
bclemens@jaffeclemens.com
ELON MUSK FIIL ED
LOS ANGELES SUPERIOR COURT
SUPERIOR COURT OF CALIFORNIA, COUNTY OF
STREET ADDRESS: 111. NORTH HILL STREET
MAILING ADDRESS: SAME AS ABOVE JUN 1 6 2008
CITYANDZIPCOOE: LOS ANGELES, CA 90012
BRANCH NAME: CENTRAL DISTRICT JOH~,C!-ARKE,_..ClERK .
7C?,,uc,.crn
13Y QARRAN, t;i~Ph'TY
RESPONDENT: JENNIFER JUSTINE MUSK
CASE NUMBER:
DECLARATION UNDER UNIFORM CHILD CUSTODY
JURISDICTION AND ENFORCEMENT ACT .._ _,_
(UCCJEA)
80487602
________ ____ __________ ____________________________ _,_ __,

1. I am a party to this proceeding to determine custody of a child.


2. ~ My present address Is not disclosed. It is confidential under Family Code section 3429. I have listed the address of the
children presently residing with me as confidential.
3. (Number): FIVE (5) minor children are subject to this proceeding as follows:
(Insert the information requested below. The residence information must be given for the last FIVE years.)
a. Child's name Place of birth Date of birth Sex
GRIFFIN MUSK LOS ANGELES 4/17/04 M
Period of residence Address Pemon child llved with (name and present address) Relationship
BIRTH PETITIONER AND RESPONDENT
to present ~ Confidential PARENTS

to

to

to

to
b. Child's name Place or birth Date of birth Sex
XAVIER MUSK LOS ANGELES 4/17/04 M
C!:} (IfResidence Information ts the same as ~lven above for child a.
NOT the same, provide the Information below.)
Perlod or residence Address Person child lived with (name and present address) Relellonship
BIRTH
to present D Confidential PETITIONER AND RESPONDENT PARENTS
.
lo

to

lo

c. ~ Additional children are listed on Attachment 3c.(Provide all requested information for additional children.)
Page 1 of2
Form Approved for Opllonal Use DECLARATION UNDER UNIFORM CHILD CUSTODY Family Code, 3400 el seq.
Judicial Council of California Probate Code, 1510(f), 1512
FL-105/GC-120 [Rev. Jenuary 1, 2007) JURISDICTION AND ENFORCEMENT ACT (UCCJEA) www.covrtlnfo .ca.gov
fQ) Martin Drnn~
MUSEL
~ EmNnAL FORM~

- .. . ---------------- - ----- - - - -------- - ----- - - ---


'. .
HOR';ITITLE: '
..
, '
Ft-105/GC-120

MARRIAGE OF MUSK

a
4. Have you participated as a party or witness or In some other capacity in another litigation or custody proceeding, in California or
elsewhere, concerning custody of a child subject to this proceeding?
u:} No D
Yes (If yes, provide the following information):

a. Name of each child:

b. I was a: Dparty D
witness CJ other (specify) :
c. Court (specify name, state, location) :

d. Court order or judgment (date) :

5. Do you have information about a custody proceeding pending in a California court or any other court concerning a child in this case,
other than that stated in item 4?
u:} No D Yes (ff yes, provide the following information):

a. Name of each child:

b. Nature of proceeding: D dissolution or divotce D guardianshipO adoption Cl other (specify):

c. Court (specify name, state, location):

d. Status of proceeding:

6. D One or more domestic violence restraining/protective orders are now in effect. (Attach a copy of the orders if you have one.)
The orders are from the following court or courts (specify county and state):
a. CJ Criminal: County/state: c. D Juvenile: County/state:
Case No. (if known) : Case No. (If known) :
b. D Family: County/state: d. D
Other: County/state :
Case No. (if known): Case No. (if known): - - - - - - - - - - - - -
7. Do you know of any person who Is not a party to this proceeding who has physical custody or claims to have
custody of or visitation rights with any child in this case?
u:} No DYes (If yes, provide the following information):

a. Name and address of person b. Name and address of person c. Name and address of person

D Has physical custody D Has physical custody D Has physical custody


D Claims custody rights ClClaims custody rights D Claims custody rights
D Claims visitation rights Cl Claims visitation rights D Claims visitation rights
Name of each child Name of each child Name of each child

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and
Date: JUNE 16, 2008

EI.ON M!JSK
(TYPE OR PRINT NAME)

8. ~ Number of pages attached after this page: ....O.._.N........_E..___ _

NOTICE TO DECLARANT: You have a continuing duty to inform this court if you obtain any information about a custody
proceeding in a California court or any other court concerning a child sub"ect to this proceeding.

FL-105/GC-120 [Rev. January 1, 2007] DECLARATION UNDER UNIFORM CHILD CUSTODY Pago 2 of 2

~ @~'rfAi"rORMS~ JURISDICTION AND ENFORCEMENT ACT (UCCJEA)


MUSEL
--- -;-1

.. -t~=='====~~
ATTORNE'i' OR PARlY WITHOUT ATTORNEY {Name, Shi 'illmbet; I/Id ltddrt1u):
;;.___ _ _ _ ___._----:.F..=L~15=.0 ;)~.' I
FORCOURTU$EONLY
MARSHALL S. ZOLLA, ESQ. - SBN35295
DEBORAH ELIZABETH ZOLLA, ESQ. - SBN221960
LAW OFFICES OF MARSHALL S. ZOLLA, APC
- 2029 CENTURY PARlt EAST, SUITE 1020
~ LOS ANGELES, CA 90067
TELEPHONENO~ (310) 407-0770
E-MAJLADDRESS{OplfonllJ: msz@zolla1aw.com
FILED
SANOELES SUl>ER OR COURT
ATTORNEYFOR N1me: JENNIFER JUSTINE MUSK
SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELES
111 NORTH HILL STREET
STREETADDRESS:
111 NORTH HILL STREET
MAILINGADDRESS:
CITYANDZIPCODE: LOS ANGELES, CA 90012
BRANCH NAME: CEN'l'RAL DIS'l'RIC'l'
PETITIONER/PLAINTIFF: ELON 'MUSK
RESPONDENT/DEFENDANT: JENNIFER JUSTINE MUSK
OTHER PARENT/CLAIMANT:
CASE NUMBER:
INCOME AND EXPENSE DECLARATION BD487602
1. Employment (Give Information on yourcurrentjob or, If you're unemployed, your most tecentjob.)
a. Employer: Self Employed
Attach copies b. Employer'saddress: 1105 Bel Air Place, Los Angeles, CA 90077
of your pay c. Employer's phone number: 323-420-3991
stubs for last d. Occupation: Author
two months
e. Date job started: Approximately 2000
(black out
social f. If unemployed, date job ended:
security g. I work about hours per week.
numbers). h. I get paid $ gross (before taxes) D per .month D per week D per hour.
(If you have more than one job, attach an BYa-by-11-lnch sheet of paper and llst the same Information as above for your other
Jobs. Write "Question 1-0ther Jobs" at the top.)
2. Age and education
.) My age is (specify): 3 6
a.
I have completed high school or the equivalent: IJ[] Yes D No If no, highest grade completed (specify):
I;>.
Number of years of college completed (specify): 4
c. [][] Degree(s) obtained (specify): BA
d.
Number of years of graduate school completed (specify): D Degree(s) obtained (specify):
e. I have: D professlonal/occupatlonal llcense(s) (specify):
D vocational training (specify):
3. Tax lnfonnatlon
a. IJ[] I last filed taxes for tax year (specify year): 2 0 0 7
b. My tax fifing status Is D single D head of household IJ[] married, filing separately
D married, filing jointly with (specify name):
c. I file state tax returns In [][] Califomla D other (specify state):

d. I claim the following number of exemptions Qncludlng myself) on my taxes (specify): 6 r


4. Other party's Income. I estimate the gross monthly Income (before taxes) of the other party In this case at (specify): $See Attachment 4
This estimate Is based on (explain): See Attachment 4

(If you need more space to answer any questions on this form, attach an 8Yaby-11-lnch sheet of paper and write the
question number before your answer.) Number of pages attached: ..._11.....__ _

I declare under penalty of pe~ury under the laws of the State of Califomia that the Information contained on all pages of this form and
any attachment~ tpie and correct.
Date: April -th.f_, 2009

....
J .... J ...
en=n""'i"""f""'e""'r........ u ....
st ...1...
n ....e.......M....
u... k...___ _ _ _ _ _ _ _
s... : . ._
~ _ _SBB
__P._~_OOMR_,...........,..8
____~~.,.,..,,,.,mRB,,.,,,,.. ___~__CH_.....R....D..._
__.N._r.r.
(TYPE OR PRINT NAME) (SIGNATURE OF DECl.ARANT)
Pa 1 of4
Form Adopted for Mand1tory U
INCOME AND EXPENSE DECLARATION Flm11y Codi, H 2030-32,
Judicial Ccuncll d C.llfomla 21()0.,2113, 3552. ~.
FL-160 !Rav. January 1, 2007] 4050-4078, 4300-<!339
.__

,_
ATTORNEY OR Pn<TY WITHO~ AlTORNEY (N'rr.e;
MARSHALL S. ZOLLA, ESQ. - SBN35295
r-DEBORAa ELIZABE~H ioLLA, ESQ. - SBN221960
LAW OFFICES or MARSHAI.X. $. ZOLLA, APC
2029 CZN'l'tm.Y PAIUC EAS~. SUITE 1020
LOS ANGELES, CA 9006?
TELEP>ION~NO.: (310) 407-0770 .
&t ~umbtr, !Mid Eidrl11J:

FORCOINfT
L150

-Mfll~AOORESs (opdonll}: ms:zG zollalaw. com


...TTORNEYFURINlmtJ: iJENNIFER JUST:tNl3 t-!OSK
SUPERIOR COURT OF CALIFORNIA, COUNlY OF I!OS ANGELES
STREETADDRESS! 111 NORTH HILL S'l1REE'l'
WJLINGAOOAEM: ll1 NORTH HILL S~REE'l'
CITYANDZIPCOOE: LOS ANGELES, CA 90012
BRANCH NAME: Cl!N'l'lU\l. DXSTru:CT
PETITIONERJPLAINTIFF: ELON MUSK
i<E$PONOENT/DEFENDANT: JENNIFilR JUSTINE MUSK
OTHER PARENT/CLAIMANT:
CAlllS NIJMAl!R:
INCOMJ: AND EXPENSE DECLARATION :&0487602
1. employment (Give info11TJstkm on your currant Job or, if yau'm unemployed, yout most recent Job.)
--11--
oi. Employer: Self Employed
Atlach copies b. Employer's address: 1105 Bel Air Place, Los Angeles, CA 90077
of your pay c. Employer'sphonenumber; 323-420-3991
stubs for last d. Occupation: Author
two months
(black out e. Date job started; Approximately 2000
social f. If unemployed, date job ended:
.seourity 9. I work about hoots per wseK
numbers). h. I get paid $ gross (before texes) D per month D per week CJ per hour.
(If yo4.1 have more than one job, attach an 8Yaby11 inch sheet of paper and list the eame Information ;u; above for your other
jobs. Write "QUfftion 1....-0ther Jobs" at the top,)
2. Age and education
a. My $ge is (specify): 3 6
b. , hav$ rx>mpleled high school or the equivalent: 00 Yes D No If no, highest grade completed (specify):
c. Number of years of college completed (specify): 4 DU
Degree(~) obtained (s{J6cify); BA
d. Number of year& of graduate school completed (specify); D
Oegree(s) obtained (specify):
e. I have: D profeS$iOnal/occupational license(s) (specify);
D vocational training (6pecify):
3. Tax information
a. IJ[] I last tiled taxes for tax year (specify yea!j: 2 0 O7
b. My tax riling sratuG Is D single C! head of '101.1&ehold IX! married, filing Slitparately
D married, filing Joil'\tly with (specify name):
c. I file $late tax ren.trns in !JO Califomia D other (3pecify state):

d. I claim the following number of exempllons (including myself) on my tal!s (specify): 6

4. Ot?er party's !nc:om11. I estlmat~ the gross monthly Income (before taxes) of the other party In this c;ase at (specify): $Seo Attch:nent
This estimate 1s based on (eXplsm): Sea Attachment 4 4

(If yo~ need more space to answer any questions on this fonn, attach n 8Y.by11-lnch sheet of paper o1nd write th
qU$st1on n~mber before your answer.) Nurnber of pages attached: ...
1.,..1_ _ _

I declare under P~nalty of perjvry under the laws of the State of Califomla that the informaUon contained on all pag@s of this form and
any attachments 1s true arid correct.
Oat' April Jl_, 2 0 0 9 / 2... . /
iJ;ennifEU: Justine Musk
(TYPE OR PRINT W )
~ ~~./ -z.. . . . / 1 (GIGH...Tl.IRE OF IJECl.AAANT) -

JudiGial Go\111Cl1 at CaRrorni> - - P51 Of4


fL1' {Rav. Jtnuety1, 2007]
INCOMf: AND EXPENSE DECLARAllON
\ 1
PETITIONER/PLAINTIFF: ELON MUSK.
RESPONDENT/DEFENDANT: JENNIFER JUSTINE MUSK BD487602
OTHER PARENT/CLAIMANT:
~ttach copies of your pay stubs for the last two months and proof of any other Income. Take a copy of your latest federal
tax return to the court hearing. (Black out your so';;lal security number on the pay stub and tax retum.)
5. Income (For average monthly, add up all the Income you received In each category In the last 12 months Average
and divide the total by 12.) . Last month monthly
a. Salary or wages (gross, before taxes) ......... $. _ _ _ _ ----
b. Overtime (gross, before taxes) ............... $ _ _ _ _ ----
c. Commissions or bonuses ............ $ _ _ _ _ ----
d. Public assistance (for example: TANF, SSI, GA/GR) D currently receiving . $_ _ _ _ ----
e. Spousal support D from this marriage D from a different marriage . $_ _ _ _ ----
f. Partner support D from this domestic partnership D from a different domestic partnership $_ _ _ _ ----
g. Pension/retirement fund payments . . . . . . . . . . . . . . . . $ _ _ _ _ - - - - -
h. Social security retirement (not SSI) . . . . . . .. . . $ _ _ _ _ - - - -
1.Disability: D Social security (not SSI) D State disability (SDI) D Private Insurance , , , $ _ _ _ _ - - - -
j. Unemployment compensation .... _. ............ $_ _ _ _ - - - -
k. Workers' compensation ............... $_ _ _ _ - - - - -
1. Other (military BAQ, royalty payments, etc.) (specify): ........ .$ _ _ _ _ - - - -

6. Investment Income (Attach a schedule showing gross receipts less cesh expenses for eech piece of property.)
a. Dividends/Interest. fp~ ,ye~ .200.7.................................................. $ 11 11
b. Rental property Income ....................... $ _ _ _ _ - - - -
c. Trust Income ......................... $_ _ _ _ - - - -
d. Other (specify): ....................... , ...... $_ _ _ _ - - - -
7. Income from self-employment, after business expenses for an businesses. :f;Qz:, :y.ea"J:. 2001 $ 8 91 8 91
I am the I][) owner/sole proprietor D business partner D other (specify):
Number of years In this business (specify): Approximately 8 years
Name of business (specify): Justine Musk
Type of business (specify): Author
Attach a profit and loss statement for the last. two years or a Schedule C from your last federal tax retum. Black out your
social security number. If you have more than one business, provide the lnfonnatlon above for each of your businesses.
8. D Additional Income. I received one-time money (lottery winnings, Inheritance, etc.) In the last 12 months (specify source and
amount):
9. D Change In Income. My financial situation has changed significantly over the last 12 months because (specify):

10. Deductions Last month


a. Required union dues ............... $ _ _ __
b. Required retirement payments (not social security, FICA, 401(k), or IRA) ...... ;, $ _ _ __
c. Medical, hospital, dental, and other health Insurance premiums (total monthly amount) ... $ _ _ __
d. Child support that I pay for children from other relationships ........................................... $ _ _ __
e. Spousal support that I pay by court order from a different marriage . . . . . . . . . $ _ _ __
f. Partner support that I pay by court order from a different domestic partnership ....... $ _ _ __
g. Necessary job-related expenses not reimbursed by my employer (attach explanation labeled "Question 10g") $ _ _ __
11. Assets Total
a. Cash and checking accounts, savings, credit union, money market, and other deposit accounts $ _ _ __
b. Stocks, bonds, and other assets I could easily sell ............ $ _ _ __
c. All other property, I][] real and I][] personal (estimate fa/rmarl<et value minus the debts you owe) . $see Attachment 11

Fl-160 [Rev. Janully 1, 2007) Pa112of4


INCOME AND EXPENSE DECLARATION
I
FL-150
PETITIONER/PLAINTIFF: ELON MUSK
RESPONDENT/DEFENDANT: JENNIFER JUSTINE MUSK BD487602
OTHER PARENT/CLAIMANT:
1~. The following people live with me:
How the person Is That person's gross Pays some of the
Name Age related to me? (ex: son) monthly Income household expenses?
a. Griffin A. Musk 5 Son DYes IX] No
b. Xavier A. Musk 5 Son DYes [X] No
c. Saxon J. Musk 2 Son DYes CK] No
d. Damian R. Musk 2 Son DYes I][] No
e. Kai W. Musk 2 Son 0Yes [](] No

13. Average monthly expenses



U.O Estlmat~d expenses r l Actual expenses r--1 Proposed needs
Allocatlohs are based on the Gursey Schnelder Marital Standaraot Living Repbrt for the 1'lrni0nths ending June 30, 2008
a. Home: as adjusted by Jack Zuckerman' Declaration h. Laundry and cleanlng $ _ _ _.=1.....,..B,..O_,.O_
(1) 0Rentor [X]mortgage ....... $ 5.064 I. Clothes ......................... $ 16,594
If mortgage: _ _ _....._......_....__
(a) average prlnclpal: $ _ _ _ __ J. Education ~<tQ9P:lAI).g. iiP.4 . . . . $ _ _ _=2.._,=5.....
4 .....
4_
Activities
(b) average Interest: $ __s.._,.._,0...,6._.4~ k. Entertainment, gifts, and vacation $ _ _ _.... 9.._,,...2.._9..._0_
(2) Real property taxes ................ $ _ _ _=5.._,..,.8..,,6.,..B_ 1. Auto expenses and transportation
(3) Homeowner's or renter's Insurance (Insurance, gas, repairs, bus, etc.) $ _ _ _....,4.._,=.1.,..9...,6_
Of not Included above) $ 65 4 m. Insurance (life, accident, etc.; do not
include auto, home, or health insurance) $ _ _ __.1...,5,...0'--
(4) Maintenance and repair ... " $ _ _ _1...,3..,.....B.....7....2.._
n. Savings and Investments $ 150, 000 **
b. Health-care costs not paid by insurance $ _ _ _...,9""'...,0..,B...,1.._
o. Charitable contributions. . . . . $ _ _ _ _-=2...,6..,1.__
p. Monthly payments listed in Item 14
c. Child care .~.P:I].~~~~ ................. $ _ ___.4...,3..,.._,4,_,4...,0._ (Itemize below In 14 and lnserl total here) $ _ _ _ _ __
d. Groceries and household supplies ..... $ _ _ _...,6....._..3...,5...,8...._ q. Other (speclfy)1!!1~. h1:-1:f.AAn!!l].1:. ~~ $ _ _ _1...s..,..,2,,,..1..,.9'-
e. Eating out .... $ ____1_._s_2_2_ . . - - - - - - - - - - - - - - - - - - - - - - ,
f. Utilities (gas, electric, water, trash) ... $ ____1...,._.4._7...,3...._
r. TOTAL EXPENSES (a-q) (do not add In
the amounts in a(1)(a) and (b)) $ _ __,2...,9"""'1""''""2""9""2_1
i:i.~:~P~~a;!~~~nrea'b~e-.T:Jk zucitalm=an~'""'s--""'9""'0-6=-- s. Amount of expenses paid by others $ _ _ _ _ __
Dec1aration; In re Marriage of Winter
14. Installment payments and debts not listed above
Paid to For Amount Balance Date of last payment
$ $
s s
'
s $
$ $
$ $
$ $

15. Attorney fees (This ls required If either party Is requesting attorney fees.):
a. To date, I have paid my attorney this amount for fees and costs (specify): $ 283,437 plus feea listed on Attachment 15
b. The source of this money was (specify): Petitioner, Elon Musk
c. I still owe the following fees and costs to my attorney (specify total owed): $ $139,176 as o arch 31, 2009 plus outstanding fees
d. My attorney's hourly rate Is (specify): $ Ranges from $375 $695 listed ohlient 15
I confirm lbi&>facammpmaat a, c and d.
April
Date: 2009 '2J_,
MARSHALL S. ZOLLA. ESQ, - SBN35295
(TYPE OR PRINT NAME OF AlTORNEY)

FL-160 (Rev. Januaty 1, 2IJ07) Pag1:Sof4


\ j

PETITIONER/PLAINTIFF: ELON MUS


RESPONDENT/DEFENDANT: JENNIFER JUS'l'INE MUSK
BD487602
OTHER PARENT/CLAIMANT:

CHILD SUPPORT INFORMATION


(NOTE: Fill out this page only if your case involves child support.)
16. Number of children
a. I have (specify number): 5 children under the age of 18 with the other parent in this case.
b. The children spend 6 0 percent of th~ir time with me and 4 0 percent of their time with the other P.arent.
(If you're not sure about percentage or it has not been agreed on, please describe your parenting schedule here.)

17. Children's health-care expenses


a. D I do IJ[] I do not have health insurance available to me for the children through my job.
b. Name of insurance company:
c. Address of insurance company:

d. The monthly cost for the children's health insurance Is or would be (specify):$
(Do not include the amount your employer pays.)

18. Additional expenses for the children in this crtse Amount per month
a. Child care so I can work or get job training . . . . . . . . . . . . . . . . . . . . . . . $ 43 , 440 * *Based on Elon Musk's
FL-150 dated 2/09
b. Children's health care not covered by insurance ....... .. ... ....... . $ ___7...,,'"'3"'""""4...,8_*_
c. Travel expenses for visitation ........................... .. ....... $ _ _ _ _ __
d. Children's educational or other special needs (specify below): ......... $ _ ___.3""'1._.,'"'3:..2=-'-o7_*_
*Commencing in the fall, the twins will likely be
attending private school and educational expenses will
.increase.
19. Special hardships. I ask the court to consider the following special financial circumstances
(attach documentation of any item listed here, including court orders):
Amount per month For how many months?

a. Extraordinary health expenses not included in 18b . ...... ... ........ $ _ _ _ _ __


b. Major losses not covered by insurance (examples: fire, theft, other
insured loss) ................... , . . . . . . . . . . . . . . . . . . . . . . . $ _ _ _ _ __
c. (1) Expenses for my minor children who are from other relationships and
are living with me. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ _ _ _ _ __
(2) Names and ages of those children (specify):

(3) Child support I receive for those children . . . . . . . . . . . . . . . . . . . . . . $ _ _ _ _ __


The expenses listed in a, b, and c create an extreme financial hardship because (explain):

20. Other infonnation I want the court to know concerning support In my case (specify):

FL-150 (Rev. Januaiy 1, 2007] Page 4 of 4


INCOME AND EXPENSE DECLARATION
'\

INRE MARRIAGE OF MUSK CASE NO. BD 407 602

ATTACHMENT4
ELON MUSK
SCHEDULE OF GROSS INCOME .AND GROSS CASH FLOW AVAILABLE FOR SUPPORT
For The 36 Months Ended December 31, 2007

GROSS INCOME AVAILABLEFOR SUPPORT 12Months 12Months 11Months 36Months


12/3V05 12/31/06 12/31/07 12/3V07
Salary & Wages (Note 2) $ 16,185 $ 16,681 $ 20,280 $ 53,146

Partnership and $-Corporation Income (Note 3) 403,604 (40,699) (495,650) (132,745)

Interest and Dividend Income (Note 4)


Taxable Interest Income 1,361,352 4,086,432 1,169,946 6,617,730
Non-Taxable Interest Income 218,756 47,150 159,991 425,897
Dividends 857,244 534,838 495,922 1,888,004

Business Income (Note 5) 161,152 328,434 815,311 1,304,897

Capital Gains Income (Note 6) 27,282,717 12,066,765 10,016,671 49,366,153

Other Gains (Losses) (Note 7)

Other Income (Note 8) 10,234 3,173 13,407

Perquisites (Note 9) 40,848 40,848


Annual Gross Cash Flow Available for Support $ 30,301,010 $ 17,049,835 $ 12,226,492 $ 59,577,337

Monthly Gross Cash Flow Available for Support s 2,525,084 s 1,420,820 s 1,018,874 s 1,654,926

Analysis of Cash Flow Based on Cash Flow From Partnerships Versus ~hove Analysis Based on Income from Partnerships

History of Annual Distributions in Excess of Contributions


from Partnerships $ 2,458,675 $ 15,026,512 $ 81029,241 $ 25,514.428

'
Monthly Distributions in Excess of Contributions 204,890 1,252,209 669,103 708,734
Less Monthly Partnership and S-Corp. Income (Per Above) 33 1634 (3292l (41J04l {316822
Monthly Difference between Distributions and Income 171,256 1,255,601 710,408 712,421
Monthly Gross Cash Flow Available for Support (Above) 215251084 1,420,820 1,018,874 116541926
Monthly Gross Cash Flow Available for Support
Based on Excess of Distributions Over Contributions s 2,696,340 s 2,676,421 s 1,729,282 $ 2,367,348

SEE ACCOMPANYING NOTES TO SCHEDULE OF GROSS CASH FLOW


AVAILABLE FOR SUPPORT FOR ELON MUSK
White, Zuckerman, Warsavsky, Luna, Wolf & Hunt LLP Page 1
1
IN RE MARRIAGE OF MUSK CASE NO. BD 407 602
ATTACHMENT4
ELON MUSK
NOTES TO SCHEDULE OF GROSS INCOME AND CASH FLOW AVAILABLE FOR SUPPORT

NOTE 1- BASIS OF PRESENTATION


Cash flow available for Elon Musk is based on the 36 months ended December 31, 2007, the most recent period for which we have been
provided records. The information contained herein is based on information provided by Mr. Musk and/or his accountants.

NOTE 2 - SALARY & WAGES


Salary and wages income for Mr. Musk for 2005, 2006 and 2007 is based on his 2005, 2006 and 2007 individual income tax returns and his
2007 W-2. Mr. Musk received salary and wages totaling $16,067 for 2005, $16,681 for 2006 and $20,280 for 2007 from Space Exploration
Technologies and Sl 18 for 2005 from EPSI.

NOTE 3 - PARTNERSHIP ANDS-CORPORATION INCOME


Partnership and $-Corporation income was based on the individual income tax returns for Elon Musk. For 2007, Partnership and S-Corporation
contributions and distributions were based on the Schedule K-ls provided. Below is a summary of the income (loss) attributable to Mr. Musk as
well as the distributions he received and the contributions he paid based on documents provided to date:

2005
Description Owners hi!! Income Distributions Contributions Cash Flow
1039 Pearl Street LLC 9.53% $ $ - $ s
Angeleno Group Investors Il, LLC 6.23% (2,653)
ASA California Tax Advantaged Fund LP Final K-1 23,405 2,101,118 2,101,118
Clarium Capital, LLC Various 450 1,000,000 (1,000,000)
Core Wealth Fund, LP Various 230,555 2,000,000 5,678,685 (3,678,685)
David 0. Sacks Productions LLC 0.01% (2)
Goldman Sachs Global Alpha Fund LP Final K-1 5,320,712 5,320,712
Innovative Dining LV2, LLC 0.11% (47)
Laurus US Fund, LP 1.68%
Merced Partners, LP 0.58% 291,405
Perquest, Inc. (converted to C Corp 8/2005) 4.34% (1,175)
Resonance Partners, LP Various (1)
Room 9 Entertainment LLC 22.22% (54,133)
Softbank Technology Ventures 2.75% 2,470 2,470
Sowood Alpha Fund LP Various (37,599)
Sushi Concepts LV, LLC 0.33% (137)
Tarantula Arms, LLC Final K-1 (12,821) 13,060 13,060
The Kitchen Cafe, LLC 9.53% (624)
Tournament Gamers Intl LLC 1 (527)
Valor Equity Partners, LP Various (32,492) 300,000 (300,000)
Total $ 403,604 $ 9,437,360 $ 6,978,685 s 2,458,675
1
Loss Carryover - partnership terminated in 2003

White, Zuckerman, Warsavsky, Luna, Wolf & Hunt LLP Page2


.,
IN RE MARRIAGE OF MUSK CASE NO. BD 407 602
ATTACHMENT 4
ELON MUSK
NOTES TO SCHEDULE OF GROSS INCOME AND CASH FLOW AVAILABLE FOR SUPPORT

NOTE 3 - PARTNERSHIP AND S-CORPORATION INCOME (CONTINUED)

2006
Description Ownership Income Distributions Contributions Cash Flow
I 039 Pearl Street LLC 9.53% $ 1,605 $ $ 5,718 $ (5,718)
Angeleno Group Investors II, LLC 6.23% (2,010)
Bridgescale Partners, LP 0.12% 42,000 (42,000)
Clarium Capital, LLC Various (17,817)
Core Wealth Fund, LP Various 284,530 2,000,000 2,000,000
David 0. Sacks Productions, LLC 0.01%
Innovative Dining LV2 LLC 0.11% (30) 142 142
Laurus US Fund, LP 1.48%
Merced Partners, LP Final K-1 356,944 6,393,321 6,393,321
Perquest, Inc' (885)
Resonance Partners, LP Various 65
Room 9 Entertainment LLC 22.22% (6,156) 800,000 800,000
Softbank Technology Ventures 2.75% 10,634 10,634
Sowood Alpha Fund LP Various (429,310) 5,856,230 5,856,230
. Sushi Concepts LV, LLC 0.33% (118) 782 782
The Kitchen Cafe, LLC 9.53% 10,082 8,637 8,637
Tournament Gamers Intl LLC2 (397)
Valor - Astral Brands' Unknown (162) Unknown Unknown Unknown
Valor - Cherry Creek Tree Farms' Unknown (16,945) Unknown Unknown Unknown
Valor - Mtn Hi Resorts Assoc' Unknown (12,535) Unknown Unknown Unknown
Valor - Plastag Hldgs' Unknown (4,585) Unknown Unknown Unknown
Valor Sizzling Platter3 Unknown 2,776 Unknown Unknown Unknown
Valor - SRH Hldgs' Unknown Unknown Unknown Unknown
Valor - Tewa Hldgs' Unknown (2,865) Unknown Unknown Unknown
Valor - V/MSG LLC' Unknown (6,610) Unknown Unknown Unknown
Valor - Wellington Cordage' Unknown (213,373) Unknown Unknown Unknown
Valor - Woods Restoration Hldgs' Unknown 23,954 Unknown Unknown Unknown
Valor - WPL Hldgs' Unknown (4,098) Unknown Unknown Unknown
Valor Equity Partners, LP 3.91% (2,759) 204,484 200,000 4,484
Total $ (40,699) $ 15,274,230 $ 247,718 $15,026,512

Perquest Inc - Converted to a C Corp. 8/5/05


2
Loss Carryover - partnership terminated in 2003
3
Income obtained from income tax return - we have not been provided with K-1 's for this entity

White, Zuckerman, Warsavsky, Luna, Wolf & Hunt LLP Page3


1
IN RE MARRIAGE OF MUSK CASE NO. BD 407 602
ATTACHMENT 4
ELON MUSK
NOTES TO SCHEDULE OF GROSS INCOME AND CASH FLOW AVAILABLE FOR SUPPORT

2007
Descri~tlon Ownership Income Distributions Contributions Cash Flow
1039 Pearl Street LLC 9.S3% $ 3,278 $ 786 $ s 786
Angeleno Group Investors II. LLC 6.23% (30)
Bridgescale Partners, LP 0.12% (14S) 6,996 30,000 {23,004)
Charles River Friends XIIlA, LP Various lS,000 (2S,000)
Clarium Capital, ILC Various 143,304 0
David 0. Sacks Productions U.C 0.80% 0
Innovative Dining LV2, LLC 0.11% (2) SOI sot
Laurus US Fund, U> Fina!K-1 4,179,689 4,179,689
Luckyfish Concepts, ILC 0.28% 25,000 (lS,000)
Pacificor Fund, lf (FKA:Core Wealth Fund) Final K-1 S9,024 2,S71,338 2,571,338
Perquest, Inc1 3.93% CS; 2.16% PS (113) Unknown Unknown Unlcnown
Resonance Partners, LP Various 4S
Room 9 Entertainment LLC 22.22% (SS2) 311,111 3it,111
Softbank Technology Ventures 2.75% 3,163 3,163
Sushi Concepts LV, U.C 0.33% (S) 1,S6S l,S6S
The Kitchen Caf6, LLC 9.53% 30,737 31,288 31,288
Tournament Gamers Intl lLC2 0.00% (ll,S96)
Valor -Astral Brands' Unknown Unknown Unknown Unknown Unknown
Valor Cherry Creek Tree Farms' Unknown (280,948) Unknown Unknown Unknown
Valor - Mtn Hi Resorts Assoc.' Unknown (72,095) Unknown Unknown Unknown
Valor - Plastag Hldgs' Unknown (87,694) Unknown Unknown Unknown
Valor -Sizzling Platter' Unknown (17,9S8) Unknown Unknown Unknown
Valor SRH Hldgs' Unknown (954) Unknown Unknown Unknown
Valor -Tewalildgs' Unknown (39,385) Unknown Unknown Unknown
Valor V/MSG LLC' Unknown (129,225) Unknown Unknown Unknown
Valor - Wellington Cordage Unknown Unknown Unknown Unknown Unknown
Valor - Woods Restoration Hldgs' Unknown (8,924) Unknown Unknown Unknown
Valor - WPL lDdgs' Unknown (49,176) Unknown Unknown Unknown
Valor Equity Partners II. LP Various 312,943 (312,943)
Valor Equity Partners, LP Various (33,116) 1,415,747 100,000 1,315,747
Valor Il - Valor SP Holdings LLC' Unknown (102) Unknown Unknown Unknown
Valor Il-VBP Natural Gas Holdings LLC' Unknown (18) Unknown Unknown Unknown
Total $ (49S,6SO) $ 8,S22,184 $ 492,943 $ 8,029,241

1
2007 K l not provided. Income obtained fi:om Mr. Musk's income tax return. Ownership percentage based on Gursey Schneider information.
:iLoss Carryover partnership terminated in 2003
3 2007 K-1 not provided. Income obtained from Mr. Musk's income tax return.

White, Zuckerman, Warsavsky, Luna, Wolf & Hunt LLP Page4


'l

IN RE MARRIAGE OF MUSK CASE NO. BD 407 602


ATTACHMENT4
ELON MUSK
NOTES TO SCHEDULE OF GROSS INCOME AND CASH FLOW AVAILABLE FOR SUPPORT

NOTE 4 - INTEREST AND DIVIDEND INCOME


Interest and dividend income for 2005, 2006 and 2007 is based on Mr. Musk's individual income tax returns.

12 Months 12 Months 12 Months


12131/05 12/31/06 12/31/07
Interest Income - Taxable
Charles Schwab $ 348 $ 493 s 428
Deutsche Bank - 5XL 116,060
Deutsche Bank - OID - 5XL 28,517
Deutsche Bank - Rptd. on Core Wealth K-1 (34,656)
MerriULynch 30607 25,806 10,333 12,501
Merrill Lynch 30906 2,045 8,580 5,083
Merrill Lynch 30920 137 6,895 8,481
Northern Trust 26679 63
SpaceX 598,481 2,701,876 854,794
Deutsche Bank - GNMA - SXL 12,337
The Kitchen Cafe, LLC 9,566 5,502
Tesla Motors, Inc. 14,896
Wilson Donsini Goodrich 174
Merrill Lynch 30909 4
From K-1 - Resonance Partners, LP 127 177 228
From K-1 - Softbank Technology Ventqres 140 153 19
From K-1 - Room 9 Entertainment LLC 1,548 108,737 2,823
From K-1 David 0 . Sacks Productions UC 1 4
From K-1 - Angeleno Group Investors II, LLC 1,013 353
From K-1 - Valor Equity Partners, LP 7,065 8,469 23,723
From K-1 - Valor Equity Partners Il, LP 779
From K-1 - ASA California Tax Advantaged Fund LP 8,748
From Kl - Sowood Alpha Fund LP 415,754 867,979
From K-1- Laurus US Fund, LP 172,970 326,306 243,045
From K-1 - Merced Partners LP 2,618 8,404
From K-1 - Perquest, Inc. 154 1,658
From K-1 - Bridgescale Partners, LP 137 161
From K-1 - Valor - Plastag Hldgs 5,779
From K-1 - Valor - V/MSG LLC 13 24
From K-1 - Valor- SRH Hldgs 10 365
From K-1 - Valor - Woods Restoration Hldgs 2,245 143
From K-1 - Valor Sizzling Platter 2,821 2,491
From K-1 - Valor Cherry Creek 2,696
From K-1 Valor Mntn Hi Resorts Assoc 4,564
From K-1 Valor Il - Valor SP Holdings Inc. 254
From K-1 Charles Rive Friends XIII, LP 10
From K-1 - Sowood Alpha Fund LP 2,139 2,139
Totals $ 1,361,352 $ 4,086,432 s 1,169,946

White, Zuckerman, Warsavsky, Luna, Wolf & Hunt LLP Pages


'l

IN RE MARRIAGE OF MUSK CASE NO. DD 407 602


ATIACBMENT 4
ELON MUSK
NOTES TO SCHEDULE OF GROSS INCOME AND CASH FLOW AVAILABLE FOR SUPPORT

NOTE 4 - INTEREST .AND DIVIDEND INCOME CCONTJNUEDl


12 Month 12Months 12Months
12131105 12131/06 12/31/07

Interest Income - Non-Taxable


ASA California Tax Advantaged Fund IP $ 92,8S5 $ $
Northern Trust 26307 45,735 5,663
Northern Trust 26309 975 3,018
Northern Trust 26679 1,692 1,072
Merrill Lynch 30607 35,041 149,227
Merrill Lynch 30906
Northern Trust 26309 2,356
Northern Trust 27016 77,499
Unknown Reconciling Rem 10,764
Totals Per Income Tax Returns $ 218,756 $ 47.150 $ 159,991

Dividend Income
Merrill Lynch 30906 $ 127,168 $ 84,460 $ 101,045
Merrill Lynch 30920 400,576 133,996 22,240
Merrill Lynch Premier Institutional Fd 78704 263,183
Merrill Lynch Institutional Fd 2,328 63,291
Merrill Lynch Institutional Pd 513 6,896
Merrill Lynch Institutional Fd 14,636
Paypal Money Mkt Fund 4,463 3,894
Northern Trust 26307 33
Northern Trust 26679 220,666 123,970 103,552
Merrill Lynch 30607 4,597
From K-1 - Softbank Technology Ventures 4 7
From K-1-Angeleno Group Investors Il, U.C 127 127
From K-1 Sowood Alpha Fund LP 56,992 37,125
From K-1 Merced Partners, LP 28,795 41,060
From K-1 Clarium Capital, U.C 507 5,081 S',893
From K-1- Core Wealth Fund 440
From K-1 - Valor - SRH Indgs 30,337
From K-1 -Angeleno Group Investors II U.C 2
Totals Per Income Tax Returns $ 857,244 ...s
......-==..,s3_,4,..,s3=8= $ 495,922

NOTES-BUSINESS INCOME
Business income is based on the 2005, 2006 end 2007 individual income tax returns for Elon Musk. Mr. Musk reported taxable losses of
$227,737 for 2005, $242,445 for 2006 end $32,737 for 2007 related to an aircraft rental business. For 2005, the reported depreciation expense
was $4,888,928, which when oflket against the reported book loss of$4,727,776 would result in a net income ofS161,152. For 2006, the
reported depreciation expense was $2,471,392, which when offset against the reported book loss of$2,142,958 would result in anet income
ofS328,434. For 2007, the reported depreciation expense was $1,208,245, which when offset against the reported book loss of$392,934

White, Zuckerman, Warsavsky, Luna, Wolf & Hunt LLP Page6

...... ... - - - -- - ----------- ---------~


i-----,-- - - -1
IN RE MARRIAGE OF MUSK CASE NO. BD 407 602
ATTACHMENT4 I
ELON MUSK
NOTES TO SCHEDULE OF GROSS INCOME AND CASH FLOW AVAILABLE FOR SUPPORT

would result in a net income of$815,311.

NOTE 6 - CAPITAL GAIN INCOME


We have included capital gain income, as it has provided a significant portion of Mr. Musk's yearly income. For 2005, 2006 and 2007, capital
gain income is based on the individual income tax returns for Elon Musk. For 2005, Mr. Musk reported capital gains ofS27,282,717. For
2006, Mr. Musk reported capital gains of$12,066,765. For 2007 Mr. Musk reported capital gains ofSl0,016,671.

Included in the 2007 capital gain income is $6,579,676 of installment sale gain from the sale of Everdream, a market leader in on-demand
management software services. A summary of the sale is presented below:
Gross Proceeds $ 12,525,824
Cost Basis (Consisting of investments from 2002 to 2007) (7,872,514)
1045 Rollover (Prior deferral recognized as gain) 3,142,276
Gain on Sale $ 7,795,586

The installment sale proceeds have been and will be received as follows:
2007 $ 10,572,139 Received
2008 701,104 Received
2009 938,024 To Be Received
2011 314,559 To Be Received

NQTE 7 - OTHER GAINS <LOSSES)


The amount of "Other Gains (Losses)" is based on the 2005, 200~ and 2007 individual income tax returns for Elon Musk. For 2005, Mr. Musk
reported other gains of $57,387. For 2006, Mr. Musk reported other gains of $687. However, these amounts were tax adjustments and did not
provide income for the purpose of this report. No other gains or losses were reported on Mr.' Musk's 2007 personal income tax return.

NOTE 8 - OTHER INCOME


Other income is based on the 2005, 2006 and 2007 individual income tax returns for Elon Musk. For 2005, Mr. Musk did not report any "Other
Income." For 2006, Mr. Musk reported other income of $10,234 from Merrill Lynch account number 30906. For 2007 Mr. Musk reported
$3,173 from Merrill Lynch account number 30906.

NOTE 9 - PERQUISITES
The amount shown is based on Gursey Schneider & Co. LLP's Jiving expense analysis for the 18 months ended June 30, 2008 and consists of the
following:
Monthly Annual
Amount Amount
Medical Insurance $ 129 $ 1,548
Personal Assistant 3,275 39,300
Total $ 3,404 $ 40,848

White, Zuckerman, Warsavsky, Luna, Wolf & Hunt LLP Page7


IN RE MARRIAGE OF MUSK CASE NO. BD 407 602
ATIACHMENT4
ELON MUSK AND JENNIFER JUSTINE MUSK
CONVERSION OF INCOME DATA TO DISSOMASTER INPUT LINES
BASED ON THE PARTIES' 2007 INCOME TAX RETURNS

ELON MUSK {PETITIONER)


MONTHLY
Self Other Other TOTAL
Annual Salary Employment Taxable Non-Taxable GUIDELINE
Amounts Income Income Income Income INCOME
Salaries, Wages $ 20,280 $ 1,690 $ 1,690
Partnership & S-Corp (495,650) $ (41,304) (41,304)
Capital Gains 10,016,671 834,723 834,723
Interest and Dividend Income
Taxable Interest 1,169,946 97,495 97,495
Taxable Dividends 495,922 41,327 41,327
Non-Taxable 159,991 $ 13,333 13,333
Business Income 815,311 $ (2,728) 70,671 67,943

Other Income 3,173 264 264


Perquisites 40,848 3,404 3,404
Total $ 12,226,492 $ 1,690 $ (2,728) $ 935,909 $ 84,003 $ 1,018,874
=====

DEDUCTIONS Annual Month I~


Property Taxes $ $
Mortgage Interest
Adjustments to Income 3,786 316
Total $ 3,786 $ 316
Note - We understand that Petitioner has moved out of the residence; accordingly, all housing deductions are allocated to
Respondent.

JENNIFER JUSTINE MUSK <RESPONDENT>

I Self
MONTHLY
Other Other TOTAL
Annual Salary Employment Taxable Non-Taxable GUIDELINE
Amounts Income Income Income Income INCOME
Author Income' $ 10,690 $ 891 $ 891
Interest and Dividend Income 1 131 $ 11 11
Total $ 10,821 $ $ 891 $ 11 $ $ 902

DEDUCTIONS 1 Annual Monthly

Property Taxes $ 70,023 $ 5,835


Mortgage Interest 59,549 4,962
Total $ 129,572 $ 10,798

1
All of Ms. Musk's income and deductions are based on her 2007 personal income tax return.

White, Zuckerman, Warsavsky, Luna, Wolf & Hunt LLP Pages


IN RE MARRIAGE OF MUSK CASE NO. BD 407 602
ATIACHMENT 4
ELON MUSK
CONVERSION OF INCOME DATA TO DISSOMASTER INPUT LINES
Based on the Average of the Three Years 2005, 2006 and 2007

MONTHLY
Average Self Other Other TOTAL
Annual Salary Employment Taxable Non-Taxable GUIDELINE
Amounts Income Income Income Income INCO:ME
Salaries, Wages $ 17,715 $ 1,476 $ 1,476
Partnership & S-Corp (44,248) $ (3,392) $ (296) (3,687)
Capital Gains 16,455,384 1,371,282 1,371,282
Business Income 434,966 $ 36,247 36,247
Interest and Dividend Income
Taxable Interest 2,205,910 183,826 183,826
Taxable Dividends 629,335 52,445 52,445
Non-Taxable 141,966 11,830 11,830
Other Income 4,469 372 372
Perquisites 13,616 1,135 1,135

Total $ 19,859,112 $ . 1,476 $ 36,247 $ 1,605,668 $ 11,535 $ 1,654,926

DEDUCTIONS Afmual Monthly


Property Taxes $ $
Mortgage Interest
Total $ $

Note - We understand that Petitioner has moved out of the residence; accordingly, all housing deductions are allocated to
Respondent.

JENNIFER JUSTINE MUSK (fil;SPONDENTI


I Self
MONTHLY
Other
2007 Other TOTAL
Annual Salary Employment Taxable Non-Taxable GUIDELINE
Amounts Income Income Income Income INCOME

Author Income1 $ 10,690 $ 891 $ 891


Interest and Dividend Income 1 131 $ 11 11
Total $ 10,821 $ $ 891 $ 11 $ $ 902

DEDUCTIONS' Annual Monthly

Property Taxes $ 70,023 $ 5,835


Mortgage Interest 59,549 4,962

Total $ 129,572 $ 10,798

' All of Ms. Musk's income and deductions arc based on her 2007 personal income tax return.

White, Zuckerman, Warsavsky, Luna, Wolf & Hunt LLP Page9


1
ATTACHMENT 11

2 11. Assets

3 Throughout the parties' marriage, Justine Musk has never been given information as to
4 community property or Elon Musk's businesses, investments, income and expenses, all of which
5 have been concealed and withheld from her. Justine's knowledge is based almost entirely upon
6 Petitioner's Preliminary Declaration of Disclosure, served on February 12, 2009. Justine does not
7 agree with the characterization of the assets or values in Petitioner's Preliminary Declaration of
8 Disclosure. Justine only has access to her own debit account, which is funded by Petitioner and
9 currently has a minimal balance. All of the assets are in the possession, custody and control of
10 Petitioner. For purposes of seeking attorneys' fees and costs, the Declaration of Jack Zuckerman,
11 C.P.A., in support of Justine's Order to Show Cause for Attorneys and Accountants' Fees and Costs
and an Advance Distribution, filed concurrently with Justine's Income and Expense Declaration, sets
forth the extent of the parties' significant estate, estimated to be in excess of $500,000,000.

20
21
22
23

24

25
26
27

28
1
IN RE MARRIAGE OF MUSK ATTACHMENT 11
1:\WPDATA\MUSK\ose re r... and ad\attach 11.2.wpd

--- - ------ ....... ----------------------------~


... . ..

PETITIONER/PLAINTIFF: Elon Musk

CASE NUMBER: BD 487 602
RESPONDENT/DEFENDANT: Jennifer Justine Musk
- OTHER PARENT/CLAIMANT:
Attachment to Item 13. Average Monthly Expenses

q Other (specify):
Monthly
Description Exuense
Home Furnishings $ 2,217
Cash and ATM Withdrawals 10,000
Computer/Software Expenses 230
Delivery 35
Drug Store 404
Books 140
Subscriptions 31
Health & Fitness - Personal Care 2,392
Miscellaneous 964
Merchandise 1,150
Pet Expenses 514
Unallocated Credit Cards 142
Total Other Monthly Expense $ 18,219

AITACHMENT "13"
INCOME AND EXPENSE DECLARATION
(Family Law) Page I of!
1
ATTACHMENT 15

2
Attorneys/Accountants Fees and Costs
3 Paid Owed Unbilled Fees
(April 1-16, 2009)
4
Law Offices of Marshall S. Zolla, APC $283,437 $139,176 $ 54,293
5
Mitchell Silberberg & Knupp $ 19,150 $ 4,000
6
Gipson Hoffman & Pancione, APC $ 13,696 $ 2,895
7
White, Zuckerman, Warsavsky, Luna, $ 94,133 $ 49,072
8 Wolf & Hunt LLP

10

11

20

21

22
23

24

25

26

27

28
1
IN RE MARRIAGE OF MUSK ATTACHMENT 15
I:\WPDATAIMUSK\osc ro fee' and adlaltach 15.2.wpd
~-,~ .,.: t!

1
J

PROOF OF SERVICE
Musk and Musk
l

2 BD487602
3 STATE OF CALIFORNIA, COUNTY OF LOS ANGELES:
4 I am employed in the County of Los Angeles, State of California. I am over the age of 18 years and
am not a party to the within action. My business address is 2029 Century Park East, Suite 1020, Los
5 Angeles, California 90067. On April~, 2009, I caused the foregoing document(s) described as
RESPONDENT'S INCOME AND EXPENSE DECLARATION to be served on the interested
6 parties in this action as follows:
7 r8I by placing D the original r8I a true copy thereof enclosed in sealed envelopes addressed as
follows:
8
Bruce A. Clemens, Esq.
9 Jaffe & Clemens
433 No. Camden Drive
10 Suite 1000
Beverly Hills, CA 90210
11

~;;;
0 Cll
-12 D BY MAIL: I am "readily familiar" with the firm's practice of collection and
- t.. processing correspondence for mailing. Under that practice it would be deposited with
z w"'
0 !: 0
13 the U.S. Postal Service on that same day with postage thereon fully prepaid at Los
<;:: :i 0
Angeles, California in the ordinary course of business. I am aware that on motion of
< Ill "'
..;i
~ <
..;i
0 I- -
14 the party served, service is presumed invalid if the postal cancellation date or postage
N ~ "'Z meter date is more than one day after date of depos~t for mailing in the affidavit.
13 0 < a:
~rnuwo15
.. ..;i.J:.:
~ ..:I ~ a:
II.
::i D BY OVERNIGHT COURIER: I caused such envelope to be placed for collection
j~~~~16 and delivery on this date in accordance with standard _ _ _ _ _ _ _ _ __
>-
fl) .,
delivery procedures.
~"'a: ui
<~~w17
~" z .J BY FAX: In addition to service by mail, .I transmitted a copy of the foregoing
.. w w
< u Cl D document(s) this date via telecopier to the facsimile numbers shown above.
z 18
~<
0 Ill
Cll g19
181 BY PERSONAL SERVICE: I caused such envelope to be delivered by hand to the
offices of the addressees.
20 [State] I declare under penalty of perjury under the laws of the State of
California that the foregoing is true and correct.
21
D [Federal] I declare under penalty of perjury that the foregoing is true and
22 correct.

23
Executed on April ~~ , 2009, at Los Angeles, California.
24
25
26

27

28

pos.i&e.wpd
a.
ATTORNEY OR PARTY WITHOUT ATTORNEY (Name, lllte blr n1.1111ber, 1111d addtua):
MARSHALL S. ZOLLA, ESQ. -
~EBORAB ELIZABE'l'B ZOLLA, ESQ.
SBN35295
- SBN221960
.. ' ' I

FOR COURT USE ONLY


FL-320

LAW OFFICES OF MARSHALL S. ZOLLA, APC


2029 CENTURY PARK EAST, SUI'l'E 1020
LOS ANGELES, CA 90067
TEl:EPHONENO.:
ATTORNEY FOR(NemeJ:
(310) 407-0770 FAXNO~ (310) 407-0776
JENN:Il'ER JUS'l':INE MUS_K_ _ _ _ _ __ _ __
SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELES
FILED
LOS ANOBLES SUPERIOR ~RT
S'TREET ADDRl!SS: 111 NOR'l'H HILL STREE'l'
MAILINGADDRESS: 111 NOR'l'H HILL S'l'REE'l' APR .21)- 2009 I(:\)
CITYANDZIPCODE: LOS ANGELES, CA 90012
BRANCHNAME: CEN'l'RAL DISTRIC'l' JO~~~~LEAK
PETITIONER/PLAINTIFF: ELON MUSK evfi(AC(GA'li~U1Y
RESPONDENT/DEFENDANT: JENNIFER JUS'1'INE MUSK

CASE NUMBER;
RESPONSIVE DECLARATION TO ORDER TO SHOW CAUSE
OR NOTICE OF MOTION
HEARING DATE: TIME: -----0-~-AA-lMENT---OR-R~O-OM:"".'"'1 BD487602
May 5, 2009 8:45 22 Hon. Louis Meisinger

1. 0 CHILD CUSTODY
a. D I consent to the order requested.
b. D I do not consent to the order requested but I consent to the following order:

2. 0 CHILD VISITATION
a. D I consent to the order requested.
b. D I do not consent to the order requested but I consent to the following order:

3. 0 CHILD SUPPORT
a. D I consent to the order requested.
b. D I consent to guideline support.
c. D I do not consent to the order requested, but I consent to the following order:
(1) D Guideline
(2) D Other (specify):

4. 0 SPOUSAL SUPPORT
a. D I consent to the order requested.
b. D I do not consent to the order requested.
c. D I consent to the following order:

5. [J[] ATTORNEY FEES AND COSTS


a. D i consent to the order requested.
b. LIU I do not consent to the order requested.
c. [i] I consent to the following order: See Attachment 8

P1g11 of2
Form Adopted for Mandato!y Un
Judlclal Council ci CIUfomla RESPONSIVE DECLARATION TO ORDER TO SHOW CAUSE ~-
Fl--'20 [Rev. January 1, 2003) OR NOTICE OF MOTION So~~
PETITIONER/PLAINTIFF: ELON MUSK CASE NUMBER:

RESPONDENT/DEFENDANT: JENNIFER JUSTINE MUSK BD487602

6. 0 PROPERTY RESTRAINT
a. D I consent to the order requested.
b. D I do not consent to the order requested.
c. D I consent to the following order: ..

7. 0 PROPERTY CONTROL
a. D I consent to the order requested.
b. D I do not consent to the order requested.
c. D I consent to the following order:

8. W OTHER RELIEF
a. D I consent to the order requested.
b. OD I do not consent to the order requested.
c. [JO I consent to the following order: See Attachment 8.

9. [][] SUPPORTING INFORMATION


[][] contained in the attached declaration.
Memorandum of Points and Authorities;
Declaration of Marshall S. Zolla;
Declaration of Jack Zuckerman, C. P. A.
Declaration of Justine Musk.

NOTE: To respond to a request for domestic violence restraining orders requested in the Request for Order (Domestic Violence
Prevention) (form DV-100) you must use the Answer to Temporary Restraining Order (Domestic Violence Prevention) (form
DV-120).

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Date: APRrr.lf._2009
MARSHALL S . ZOLLA
(TYPE OR PRINT NAME)

FL-320 [Rev. January 1, 2003) RESPONSIVE DECLARATION TO ORDER TO SHOW CAUSE Page 2 of 2

OR NOTICE OF MOTION
,__ PETITIONER: ELON MUSK
RESPONDENT: JENNIFER JUSTINE MUSK
CASE NUMBER:
BD487602
FL-315

0 APPLICATION FOR SEPARATE TRIAL OR [X] RESPONSE TO APPLICATION FOR


SEPARATE TRIAL

Attachment to D Notice of Motion [][] Responsive Declaration to Order to Show Cause or Notice
(form FL-301) of Motion (form FL-320)

1. I am the D petitioner [][] respondent, and D request [][] oppose the request that the court sever (bifurcate)
and grant an early and separate trial on the following issue or issues:

a. D Permanent custody and visitation of the children of the marriage

b. D Date of separation of the parties

c. D Alternate valuation date for property

d. DD Validity of agreement entered into beftXOCW during the marriage.OCXIMClilk$tll~~~lf.'>

e. D Dissolution of the status of the marriage or domestic partnership


(1) I will serve with this application or response my preliminary Declaration of Disclosure (form FL-140) and completed
Schedule of Assets and Debts (form FL-142) and Income and Expense Declaration (FL-150) unless they have been
previously served or the parties have stipulated in writing to defer service.
(2) All pension or retirement plans in which the community has an interest are listed below or on attachment 1e(2):

(3) All pension or retirement plans listed in 1e(2) have been joined as a party to this proceeding, unless joinder is
precluded or made unnecessary as a matter of law. (See Retirement Plan Joinder-lnformation Sheet (form
FL-318-INFO) to determine if a joinder Is required.)
(4) I understand that the court may make the orders specified or requested on pages 2 and 3 if the motion is granted to
bifurcate the status of the marriage and the marriage is ended.
(5) D I r~quest that the court make the orders indicated on pages 2 and 3 and any attachments.

NOTE: A request for an early termination of your marital or partnership status may have a significant impact on your
rights or responsibilities in your case. If you do not understand this form, you should speak with an attorney.

f. DD Other (specify): See Attachment 8 to Responsive Declaration, Form FL- 320.

2. a. D I request that the court conduct this separate trial on the hearing date.

b. D I will, at the hearing, ask the court to set a date for this separate trial.
l9PJ?..'?.l?J.1;ion to
3. The reasons in2SE}!lp'Ool.Ql this request are (specify):
DD Memorandum attached. [][] Supporting declarations attached.

Pa e 1of3
Fonn Adopted for Mandatory Use Famlly Code, 2337
Judicial Council of California
APPLICATION OR RESPONSE TO APPLICATION FOR SEPARATE TRIAL
FL-315 [Rev. January 1, 2009] (Family Law) S Lercll
ofuei'ons
I'.>_ Plus
_ PETITIONER:ELON MUSK
RESPONDENT:JENNIFER JUSTINE MUSK

4. Conditions relating to bifurcation of the status of the marriage or partnership:
CASE NUMBER;

BD487602
FL-315

a. I understand that the court must enter an order to preserve the claims of each spouse or domestic partner in all retirement plan
benefits upon entry of judgment granting a dissolution of the status of the marriage or domestic partnership.
b. l request that the court order the following as a condition of granting the bifurcation and ending the marriage upon an early and
separate trial:
Division of property
c1> D The D petitioner D respondent and his or her estate must indemnify and hold me harmless from any
taxes, reassessments, interest, and penalties that I have to pay in connection with the division of the community
estate that I would not have had to pay if we were still married or in a domestic partnership at the time the division
was made.
Health insurance
(2) D Until a judgment has been entered and filed on the remaining issues, the D petitioner D respondent must
maintain all existing health and medical insurance coverage for me and any minor children as named dependents
as long as he or she is eligible to do so. If at any time during this period, he or she Is not eligible to maintain that
coverage, he or she must, at his or her sole expense, provide and maintain health and medical insurance coverage
that is comparable to the existing health and medical Insurance coverage to the extent it is available.

To the extent that coverage is not available, the D petitioner D respondent must be responsible to
pay, and demonstrate to the court's satisfaction the ability to pay, for health and medical care for me and the minor
children to the extent that care would have been covered by the existing insurance coverage but for the dissolution
of marital status or domestic partnership, and must otherwise indemnify and hold me harmless from any adverse
consequences resulting from the loss or reduction of the existing coverage.

Probate homestead
(3) D Until a judgment has been entered and filed on all remaining issues, the D petitioner D respondent
must indemnify and hold me harmless from any adverse consequences if the bifurcation results in a termination of
my right to a probate homestead in the residence in which I am residing at the time the severance is granted.

Probate family allowance


(4) D Until a judgment has been entered and filed on all remaining issues, the D petitioner D
respondent
must indemnify and hold me harmless from any adverse consequences if the bifurcation results in the loss of my
right to a probate family allowance as the surviving spouse or surviving domestic partner.

Retirement benefits
(5) D Until a judgment has been entere'd and filed on all remaining issues, the D petitioner D respondent
must indemnify and hold me harmless from any adverse consequences if the bifurcation results in the loss of my
rights with respect to any retirement, survivor, or deferred compensation benefits under any plan, fund, or
arrangement, or to any elections or options associated those benefits, to the extent that I would have been entitled
to those benefits or elections as the spouse or surviving spouse or the domestic partner or surviving domestic
partner.

Social security benefits


(6) D The D petitioner D respondent must Indemnify and hold me harmless from any adverse
c0nsequences if the bifurcation results in the loss of rights to social security benefits or elections to the extent that I
would have been entitled to those benefits or elections as the surviving spouse or surviving domestic partner.

Pag12of3
FL-3 1S[Rev. January 1 20091 APPLICATION OR RESPONSE TO APPLICATION FOR SEPARATE TRIAL
(Family Law)
- PETITIONER: ELON MUSK
RESPONDENT: JENNIFER JUSTINE MUSK

Beneficiary designation-nonprobate transfer
CASE NUMBER:

BD487602
FL-315

(7) D The D petitioner D respondent must maintain the beneficiary designation specified for each
Nonprobate Transfer Asset (Probate Code section 5000) identified on the attached list in the percentage indicated.
(See attachment 7 (not a form) which lists each asset and proposed percentage.) This designation must stay in effect
until judgment has been entered with respect to the community ownership of that asset and until my interest in it has
been distributed to me.

Individual Retirement Accounts


(8) D To preserve the ability of the nonowner to defer the distribution of an Individual Retirement Account or (IRA) Annuity
upon the death of the owner, the court should make the attached orders assigning and transferring the community
interest of D petitioner D respondent in each listed IRA to that party. (See attachment 8 (not a form) which
lists names of IRAs, account numbers and amount to be awarded.)
Enforcement of community property rights
(9) D Because it will be difficult to enforce either of our community property rights if one of us dies before the division and
distribution or compliance with any court-ordered payment of any community property interest, the court should make
the attached order to provide enforcement security for D petitioner D respondent. (See attachment 9 (not
a form) which specifies the security interest to be ordered as provided by Family Code section 2337(c)(9).)
Other conditions that are just and equitable

(10)0 The court makes the following additional orders:

5. Number of pages attached after this page:_ _ __

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.
Date:April ')._O, 2009
JENNIFER JUS.TINE MUSK
(lYPE OR PRINT NAME) (SIGNATURE OF DECLARANn

FL~15[Rev. January1,2009J APPLICATION OR RESPONSE TO APPLICATION FOR SEPARATE TRIAL Page 3 of 3

(Family Law)
1

ATTACHMENT 8 TO RESPONSIVE DECLARATION

2 8. OTHER RELIEF:

3 Respondent, Jennifer Justine Musk, ("Justine") requests that the Court order the following

4 relief in response to the relief requested by Petitioner, Elon Musk, ("Elon") in his Attachment 9 to

5 his Motion to Bifurcate the Validity of the Postnuptial Agreement and Other Relief:

6 1. Bifurcation Be Denied:

7 A. That Elon's request for a severed, bifurcated trial of the Postnuptial Agreement be

8 denied, that the entire case be tried as a unit, and not tried in segments both for reasons of economy

9 to the parties and the judicial system. (Alan S. v. Superior Court (2009)172 Cal.App.4th 238.)

10 B. Alternatively, Justine requests the following relief if the Court segregates issues

11 pertaining to the Postnuptial Agreement:


(1) That the Court order a single, continuous trial of those issues to be covered

under such segregation.


(2) That the Court order that such issues include, but not be limited to, all issues

pertaining to the Postnuptial Agreement.

(3) That in any segregated trial regarding the Postnuptial Agreement, the

provisions of Code of Civil Procedure Section 607 pertaining to the order of proceedings shall apply,

with Elon deemed the Plaintiff and.Justine deemed the Defendant; the order of proof should be

determined by the trial judge at the time of trial.

20 2. Procedural Prejudice:

21 A. That Elon' s request for a severed, bifurcated trial of the Postnuptial Agreement be

22 denied without prejudice to subsequent severance or subsequent bifurcation.

23 B. That the Court order the entire case be tried as a unit, and not tried in segments

24 both for reasons of economy to the parties and the judicial system. (Alan S. v. Superior Court, supra,

25 172 Cal.App.4th at 238.)

26 III
27 ///

28
1
IN RE MARRIAGE OF MUSK ATTACHMENT 8
I:\WPOATAIMUSKIRD Bifurcation Motlonlopposhlon\auachB.wpd
1 3.

Tentative.Decision and Statement of Decision:

2 A. That Elon's request that the Judge conducting a separate trial announce its
3 tentative decision and issue a Statement of Decision while not preparing a proposed judgment be
4 denied.
5 B. Alternatively, Justine requests the following relief if the Court segregates issues
6 pertaining to the Postnuptial Agreement:
7 (1) That the ~ourt in its order contain a provision that Justine has filed a request

8 for Statement of Decision pursuant to Code ofCivil Procedure Section 632, and that all procedures
9 provided in California Rules of Court, Rule 3.1590 pertaining to the preparation and issuance of a
10 Statement of Decision shall be observed.
11 (2) That the Court order provide that no separate judgment be issued regarding the
Postnuptial Agreement because no order made concerning the Postnuptial Agreement can dispose of
all issues as between the parties pursuant to the one judgment rule and the definitions of a judgment

pursuant to Code Civil Procedure Sections 904.1, 577, and Kinoshita v. Horio (1986) 186
Cal.App.3d 959, 963.
4. One Judge To Preside and Determine:
A. That Elon's request that there be no requirement for the same judge who tries the

bifurcated issue regarding validity or invalidity of the Postnuptial Agreement try all other issues and
other relief requested therein be denied and the same judge should h~ar all the evidence and
20 determine all the issues in this case, including any segmented trial. (Alan S. v. Superior Court,
21 supra, 172 Cal.App.4th at 247, n.11.)
22 B. That the case should not be reassigned to any other judge after the
23 commencement of any segmented trial because such relief is jurisdictionally excessive, unnecessary
24 and the Court is not empowered by California Rules of Court, Rule 5.175 to alter the governing
25 principles of law concerning the manner of trial by the Court.
26 C. If the Court must reassign any segment of this case, Justine reserves all rights and
27 claims pertaining to any purported reassignment.
28 Ill
2
IN RE MARRIAGE OF MUSK ATTACHMENT 8
1:\WPDATAIMUSKW> BUIJTatloa Mollo11\oppalldon\a11achl.wpd
- - - ------- -1

1 5.

Subsequent Issues/New Trial: That Elon's request regarding the timing of the trial of
!

2 subsequent proceedings and motion for a new trial be denied because his request fails to comport

3 with governing law pursuant to California Rules of Court, Rules 5.175 and 5.180, improperly seeks

4 an advisory opinion and is jurisdictionally excessive and unnecessary.

5 6. Discovery Stay Denied:

6 A. Any requests .for limitation on discovery should be addressed as discovery is

7 requested, and determined in accordance with the standards of relevance and the need for protective

8 orders as set forth in the Discovery Act, Code of Civil Procedure Section 2016.010 et. seq.

9 B. That Elon's request to stay discovery on all property related issues, other than the

10 validity and enforceability of the Postnuptial Agreement, pending the bifurcated trial be denied

11 because (1) discovery as to property related issues is intertwined with the issues raised concerning
the Postnuptial Agreement such that the Court cannot predetermine what the evidence is concerning

the Postnuptial Agreement and that same evidence may be repeated again at the trial on the merits, if

the court denies enforcement of the Postnuptial Agreement; discovery as to property related issues is

intertwined with the issues raised concerning the Postnuptial Agreement, including without

limitation, issues concerning whether Elon complied with his fiduciary duties towards Justine, and

whether Elon misappropriated a community interest and/or community opportunity to her detriment;

and (2) Elon is asking the Court improperly to issue an advisory opinion on discovery.

C. If the Court grants such a stay, the Court order that any stay of discovery excludes
20 discovery related to pendente lite child support, spousal support, and attorneys' fees, and any other

21 relief that may arise on an emergency basis.

22 7. Case Management Order/Request for Attorneys' Fees under Familv Code Sections 213
23 and 2030:

24 A. That Elon's request for a Case Management Plan regarding Elon's payment of

25 Justine's attorneys' fees and costs pending the bifurcated trial be denied because (1) it is inconsistent

26 with Elon's position as recited in his motion, i.e, to sever the issue of validity or invalidity of the

27 purported Postnuptial Agreement; (2) Elon characterizes the issue as complex for purposes of Family

28 Code Section 2032(d), which is inconsistent with the case management statutes, Family Code
3
IN RE MARRIAGE OF MUSK ATTACHMENT 8

L
l:\WPDATAIMUSK\RD Bifurcation MotionloppositionlauachS.wpd
-;!

1

Sections 2450 and 2451, requiring parties to stipulate to case management provisions; and (3) Elon
I

2 seeks to unduly limit Justine's right to equivalent representation, an effort which was recently
3 condemned by the Court of Appeal in Alan S. v. Superior Court, supra, 172 Cal.App.4th at 238.)
4 B. Pendente Lite Attorneys' Fees and Costs: As related relief under Family Code

5 Sections 213 and 2030, that Elon be ordered to pay ($200,000 of outstanding attorneys' fees owed
6 as of April 16, 2009 and an additional $250,000 on account) a total ~f $450,000, to Justine Musk's
7 attorneys, Law Offices of Marshall S. Zolla, A Professional Corporation, to enable Justine to
8 complete discovery, prepare her case for Trial, and achieve economic parity to litigate this complex

9 case.
10 c. Accountants' Fees: As related relief under Family Code Sections 213 and 2030,
11 that Elon be ordered to pay the sum of $225,000 on account (which includes the current outstanding
balance of$49,000) to Justine Musk's forensic accountants, White, Zuckerman, Warsavsky, Luna,
Wolf & Hunt LLP, to enable Justine to complete discovery, prepare her case for Trial and achieve
economic parity to litigate this complex case.

20
21
22
23
24
25
26
27
28
4
IN RE MARRIAGE OF MUSK ATTACHMENT 8
J:\WPDATA\MUSKIRD BifurcationMotion\oppositionlaltach8.wpd
1
TABLE OF CONTENTS

2
3 I. INTRODUCTION ... .. ....... ........ ...................................... 1
4 II. THE COURT SHOULD DENY ELON MUSK'S MOTION TO
BIFURCATE BECAUSE THE MANNER IN WIDCH HE HAS FRAMED THE
5 ISSUE MAKES IT INAPPROPRIATE AND PROCEDURALLY UNWORI<ABLE ...... 4
6 III. THE COMPONENT'S OF ELON MUSK'S REQUEST TO BIFURCATE EXCEEDS
THE AUTHORITY OF THE COURT AND WOULD UNNECESSARILY
7 COMPLICATE THIS CASE ................................................. 6
8 A. Elon Musk has Mischaracterized the Applicable Procedural Rules .............. 7
9 B. Elon Musk's Request Will Have the Effect of Unduly Delaying the Ultimate
Resolution of This Case ..................... . ........................ 10
10
C. The Court Lacks Jurisdiction to Alter The One-Judgment Rule ................ 10
11
IV. BIFURCATION IS NOT WARRANTED BECAUSE DETERMINATION OF THE
VALIDITY OR INVALIDITY OF THE POSTNUPTIAL AGREEMENT INVOLVES
VALUING ASSETS BOTH AT THE TIME THE AGREEMENT WAS
SIGNED AND AT ITS CURRENT VALUE .................................... ~ 1

v. DISCOVERY SHOULD NOT BE STAYED OR LIMITED ........................ 12
A. Discovery is Still Needed Related to the Validity or Invalidity
of Postnuptial Agreement and Otherlssues ................................ 12
B. Elon Musk's Reliance on Rifkind v. Superior Court is Misplaced .............. 14
C. Discovery Concerns due to Elon Musk's Recent Cessation of Information ....... 15
VI. ELON IS NOT ENTITLED TO A CASE MANAGEMENT ORDER ................ 16

20 VII. THE COURT SHOULD ORDER ELON MUSK TO PAY PENDENTE


LITE ATTORNEYS' AND ACCOUNTANTS' FEES UNDER FAMILY
21 CODE SECTIONS 213 AND 2030 ......... .. .................................. 17
22 A. The Court Should Create Parity Between the Parties, in Light
of Justine Musk's Need for Attorneys' and Accountants' Fees
23 and Costs and Elon Musk's Ability to Pay Them ............................ 17
24 B. The Court Should Make An Award Where, as Here, Requested
Attorneys' Fees and Accountants' Fees Are Just and Reasonable
25 Considering the Complexity of the Case ............................. ... .. 18
26
vm. CONCLUSION .............................. . ............................' 20
27
28

IN RE MARRIAGE OF MUSK MEMORANDUM OF POINTS AND AUTHORITIES


l:IWPDATA\MUSKIRD Bifun:ation Motion\oppositionllinal toe.wpd -i-
1
TABLE OF AUTHORITIES I

2
3 CASES
4 Alan S. v. Superior Court (2009)172 Cal.App.4th 238 ................................ 4, 5, 9
5 Blumenthal v. Superior Court (2006) 137 Cal.App.4th 672 ............................... 9
6 David v. Goodman (1953) 114 Cal.App.2d 571 ........................................ 11
7 Fox v. Fox (1960) 127 Cal.App.2d 253 ............................................... 11
8 In re Marriage ofBraud (1996) 45 C~.App.4th 797 .................................. 19
9 In re Marriage ofBurkle (2006) 139 Cal.App.4th 712 ........................... 3, 5, 12, 13
10 In re Marriage ofCueva (1978) 86 Cal.App.3d 290 ................................ 4, 19, 20
11 In re Marriage ofJacobs (1982) 128 Cal.App.3d 273 ................................... 17
In re Marriage ofKeech (1999,) 75 Cal.App.4th 860 ............................ 4, 19, 20
In re Marriage ofLafkas (2007) 153 Cal. App. 4th 1429 ........................... 2, 3, 7, 8
In re Marriage ofLeni (2006) '144 Cal. App. 4th 1087 ................................... 14
In re Marriage ofMacFarlane (1992) 8 Cal.App.4th 247 ................................. 7
In re Marriage ofO'Connor (1997) 59 Cal.App.4th 877 .............................. 17
In re Marriage ofReuling (1994) 23 Cal.App.4th 1428 ................................. 2, 4
In re Marriage ofTydlaska (2003) 114 Cal.App.4th 572 .............................. 4, 15
In re Marriage of Wolfe (1985) 173 Cal. App.3d 889 ................................. 2, 7, 8
'
20 Kinoshita v. Horio (1986) 186 Cal.App.3d 959 ......................................... 8
21 Raville v. Singh (1994) 25 Cal.App.4th 1127 ......................................... 11
22 Riflcindv. Superior Court (1981) 123Cal.App.3d1045 ............................. 3, 14, 15
23
RULES
24
California Rules of Court, Rule 3.1591 ............................................... 11
25
California Rules of Court, Rule, 5.128 ............................................. 4, 15
26
CaliforniaRules of Court, Rule 5.175 . ........................................... 2, 6, 7
27
California Rules of Court, Rule 5.180 ....................................... 2, 3, 6, 7, 8
28

IN RE MARRIAGE OF MUSK MEMORANDUM OF POINTS AND AUTHORITIES


I:\WPDATAIMUSK\'RD Blfbrcotion Motion\oppolidoa\llnal talllo orautborltle1.wpd -ii-
1
TABLE OF AUTHORITIES

2

3
STATUTES
4
5
Code of Civil Procedure Section 577 ................................................. 8

6
Code of Civil Procedure Section 904.1 ............ ... ............... .. ............... 11

7
Corporations Code Section 15021 .................................................. 12

8
Corporations Code Section 16403 ................................................ 3, 12

9
Corporations Code Section 16404 .......................................... 3, 12, 13, 14

10
Family Code Section 213 .............. . ...................................... 4, 16, 20

11
Family Code Section 721 ..................................................... 3, 12, 14
Family Code Section 2025 ............. . ........................................ 2, 6, 7
Family Code Section 2030 ...... . ... . .......................... . .. 3, 15, 16, 17, 18, 20

Family Code Section 2031 ......................................................... 18


Family Code Section 2032 ...... . .......................................... 3, 15, 16, 18
Family Code Sections 2450 . .......... .......................................... 3, 15
Family Code Sections 2451 .................................................. 3, 15, 16

TREATISE
Hogoboom and King, California Practice Guide: Family Law (The Rutter Group 2009) ........ 2, 4
20

21

22

23

24

25

26

27

28

IN RE MARRIAGE OF MUSK MEMORANDUM OF POINTS AND AUTHORITIES


1:\WPDATAIMUSKIRD Bifurcation Morion\opposi1lonlfinot 1ablc ofaulhorilics.wpd -iii-
1

MEMORANDUM OF POINTS AND AUTHORITIES

2 Respondent, Jennifer Justine Musk ("Justine") submits the following Memorandum of
3 Points and Authorities in Opposition to Petitioner, Elon Musk's ("Elon") Motion for Bifurcation of
4 Postnuptial Agreement and Other Relief.
5 I.
6 INTRODUCTION

7 Elon's Motion is like viewing a Van Gogh painting. From a distance, the Motion appears
8 deceptively appealing to the eye, but upon closer examination, its rough texture and uneven brush

9 strokes provoke puzzlement and confusion. A close examination demonstrates that Elon's Motion
10 raises and discusses a litany of issues that are not before the Court. By way of example, neither the
11 draft unsigned Prenuptial Agreement n,or the merits of the validity or invalidity of the Postnuptial

Agreement are now before the Court, but Elon improperly addresses both in his Motion. After one
sifts through the misty haze of his Motion, it is clear that the only issue before the Court is whether
the Court has jurisdiction to sever the issue of the validity or invalidity of the Postnuptial Agreement.
Elon makes his Motion to Bifurcate appear as if it involves a simple issue, but for many
reasons it does not, because it raises complicated and complex sub-issues, including the way Elon
frames his request that the Court conduct fragmented and segmented trials with different judges.
One Judge who is familiar with the entire case should hear this case as a continuous trial, rather than
a series of different judges, as Elon suggests, which would only serve to defeat the goal of the all
20 purpose judge system. Elon is leading this case into an unforseen trap of quicksand because a series
21 of judges goes against the grain of judicial economy. His requested limitation on discovery will only
22 result in repeated disputes over what evidence falls within the scope of his requested discovery stay
23 regarding the Postnuptial Agreement. How can the Court possibly know now what evidence and
24 discovery will be entailed in a segmented proceeding regarding the Postnuptial Agreement, given the
25 complexities of this case, the intertwining factual and legal issues involved, and the substantial
26 differences between the parties' respective positions regarding the facts, the law and necessary
27 discovery? As explained in detail in this Opposition, it is virtually impossible to try the issue of the
28 validity or invalidity of the Postnuptial Agreement separate and apart from the other issues, because
1
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all the issues in this case are so intertwined that bifurcating this issue will unnecessarily complicate
2 the case, cause delay, and further escalate both parties' attomeys' fees.
3 Based on the reasons articulated below. Elon Musk's Ms>tion should be denied;
.
4 First: Elon's request for bifurcation fails to properly frame the issues before the Court as
5 to the specific relief requested. He fails to address the timing and probability of an appeal and
6 certification of an appeal if the non-prevailing party requests it. He fails to define the requested stay
7 on discovery and what specifically should be allowed versus what he may want excluded. He puts
8 forth a litany of facts and argument about a draft unsigned Prenuptial Agreement and then hides
9 behind the mediation privilege and claims this infonnation is not discoverable. He does all this even
10 though the Prenuptial Agreement is not relevant as a matter of law to the validity or invalidity of the
11 Postnuptial Agreement. Elon' s ambiguous framing of the issues conflicts with the way that Justine
frames the issues, to such an extent that his request for bifurcation overly complicates this case and
should be denied on that basis. (See Hogoboom and King, California Practice Guide: Family Law
(The Rutter Group 2009) paragraph 11 :480,- see In re Marriage ofReuling (1994) 23 Cal.App.4th
1428, 1432-1433.)
Second: Elon's request to bifurcate ignores that California Rules of Court, Rule 5.175
only permits bifurcation if such bifurcation helps to simplify the other issues in the case, which is not
the case here because all the issues are intertwined. His request ignores that the sole case he relies
upon, In re Marriage of Wolfe (1985) 173 Cal.App.3d 889, is inappropriate in that it involves a post-
20 judgment modification on a final issue, not a pre-trial request to bifurcate. His request ignores the
21 provisions of California Rules of Court, Rule 5.180 and Family Code Section 2025 because if the
22 issue of the validity or invalidity of the Postnuptial Agreement is bifurcated, there will likely be an
23 interlocutory appeal (or a proceeding on extraordinary writ), and an unnecessary stay of proceedings
24 while that appeal goes forward. Such a stay will likely occur because the nature of the proceeding
25 contemplated by Elon is a segmented trial, as opposed to a fully bifurcated trial, which is appealable
26 upon certification before the remaindei; of the trial on the other issues takes place as explained in In
27 re Marriage ofLafkas (2007) 153Cal.App.4th1429. Such a request ignores that the bifurcation ofa
28 property issue results in a pre-judgment order that certain findings and conclusions be included
2
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within the final judgment, after completion of the balance of the case which may then be appealed at
2 that time pursuant to Rule 5. l 80(h) and In re Marriage ofLafkas, further delaying these proceedings.
3 Elon' s request also assumes numerous segmented trials with various trial judges which makes the
4 case procedurally cumbersome and substantively more complex.
5 Third: Elon wrongly contends that if the Postnuptial Agreement is valid then there is
6 nothing to litigate concerning the characterization, valuation and division of the parties' property.
7 That simply is not true because the issues are all intertwined. Testing the validity or invalidity of the
8 Postnuptial Agreement involv~s looking at the assets at the time the Agreement was signed under In
9 re Marriage ofBurkle (2006)139 Cal.App.4th 712. It also involves looking atthe value of the assets
10 at the time the Agreement is tested. Elon, during the parties' marriage, usurped one business
11 opportunity after the next from Justine in violation of his spousal fiduciary duty.
Fourth: Elon seeks to delay the ultimate resolution of this case by requesting that
additional discovery on all property- related issues other than the validity or invalidity of the
Postnuptial Agreement be stayed pending the bifurcated trial. He does so based on Rijkind v.
Superior Court (1981) 123 Cal.App.3d 1045, but that case only deals with discovery concerning
non-parties and simply does not apply here. What Elon misunderstands is that discovery regarding
the valuation of assets at the time the Postnuptial Agreement was entered into is necessary to test the
validity or invalidity of the Postnuptial, Agreement under In re Marriage ofBurkle, supra, 139
Cal.App.4th at 723, 744, n.1. Discovery as to the present value of the assets is also necessary
20 pursuant to Family Code Section 721 and Corporations Code Sections 16403 and 16404. As stated
21 in the Declaration of Jack Zuckerman, there is significant discovery that is needed for Justine to
22 properly litigate this case, including discovery on the value of the assets at the time the Postnuptial
23 Agreement was signed, the value of the assets at the time the Agreement is tested, and discovery
24 related to child and spousal support and attorneys' fees and costs. (Declaration of Jack Zuckerman
25 ~~5-11.)

26 Fifth: Elon's request for a Case Management Order under Family Code Section 2032(d)
27 ignores Family Code Section 2030(a)(l) which ensures that each party has access to legal
28 representation and Family Code Sections 2450 and 2451 pertaining to case management. His request
3
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also ignores other fundamental rules such as a party must file an Income and Expense Declaration
2 with his/her moving papers in connection with any hearing regarding financial issues. (California
3 Rules of Court, Rule, 5.128; Li1 re Marriage o/Tydlaska (2003) 114 Cal.App.4th 572.) Elon cannot
4 now file an Income and Expense Declaration with his Reply Brief or at any other time prior to the
5 May 5 hearing in an attempt to argue that he cannot afford to pay Justine,s attorneys, fees because
6 she would then not have an opportunity to respond to such claims. (In re Marriage ofHoffmeister
7 (1984) 161 Cal.App.3d 1163.)
8 Sixth: Elon's request to restrict and limit Justine's attorneys' fees in advance ignores that

9 her attorneys are currently owed an outstanding balance of $199, 154 and her accountants are owed
10 $49,072. Justine's attorneys should be brought current and should receive an additional $250,000 on
11 account. Justine's accountants should also be brought current and receive an additional $175,000 on
account. (Fam. Code 213; In re Marriage ofKeech (1999) 75 Cal.App.4th 860; In re Marriage of
Cueva (1978) 86 Cal.App.3d 290.) Elon's counsel suggested that this request be brought as part of
Justine's Opposition to the Bifurcation Motion, rather than bringing a separate Order to Show Cause.
(Declaration of Marshall S. Zolla, ~36; Exhibit 16.)
II.
THE COURT SHOULD DENY ELON MUSK'S MOTION TO

BIFURCATE BECAUSE THE MANNER IN WHICH HE HAS FRAMED THE

ISSUE MAKES IT INAPPROPRIATE AND PROCEDURALLY UNWORKABLE


20 Elon fails to properly frame many sub-issues in his bifurcation request, to such an extent
21 that the relief he seeks is inappropriate, confusing and should be denied in its entirety. (See
22 Hogoboom and King, California Practice Guide: Family Law (The Rutter Group 2009) paragraph
23 11:480; see In re Marriage ofReuling (1994) 23 Cal.App.4th 1428, 1432-1433.) Elon fails to
24 address a crucial issue, that is the appeal and certification of an appeal. Elon desires to chop this
25 case into a series of little pieces of successive, segmented trials before different judges who will each
26 hear different aspects of the case. Elon's requests defeats the entire goal of the all purpose judicial
27 system and the need for one judge familiar with all aspects of this case as explained in Alan S. v.
28 Superior Court (2009)172 Cal.App.4th 238, 247, n.11. He further fails to specifically define the
4
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stay on discovery and what specifically should be allowed versus what he may want excluded. The
2 Court cannot make a decision on what discovery should be allowed now, as that is an advisory
3 opinion, and no one knows what evidence will be needed at this stage nor what discovery will be
4 necessary. There is no agreement between the parties on the facts, evidence and the law. The Court
s cannot determine now what limitation there should be on admissible evidence, so Elon is creating a
6 homet's nest ofissues rather than simplifying the case. Elon's requested discovery limitation is
7 confusing, misleading and counter-productive. His limitation will result in a series of endless
8 discovery disputes which is an inefficient use of the Court's time. It is inconceivable that his broad-
9 brush request would deny discovery on the valuation of assets at the time of the Postnuptial
10 Agreement, and any purported disclosures, since those are discoverable under In re Marriage of
11 Burkle, supra, 139 Cal.App.4th at 712.
If this alone is not enough, Elon. on the one hand. includes facts and argument about a

draft unsigned Prenuptial Agreement and then hides behind the mediator privilege claiming this
information is not discoyerable. He does so even though the unsigned Prenuptial Agreement has no
relevance to the issue of the validity or' invalidity of the Postnuptial Agreement. Elon cannot have it
both ways. He cannot say that there is no discovery due to the mediation privilege, and then attempt
to rely on such information to include a factual diatribe about that Prenuptial Agreement even though
this clearly is a spousal fiduciary duty case and any facts or argument regarding the unsigned
Prenuptial Agreement are irrelevant. He also seeks a Case Management Order under the guise that
20 this is a simple case, but in other places in his motion characterizes this case as complex. Elon
21 should be cognizant of the advice of Yogi Berra, the Yankee catcher, who said "[w]henyou come to
22 a fork in the road, take it." Elon tries to proceed at once down multiple conflicting paths. By doing
23 so, he fails to frame the issues clearly and his methodology contradicts the way Justine frames the
24 issues before the Court.
25 Justine frames the issues in this case quite differently than Elon does. Justine contends
26 that the case should be tried as a singl~ unit, and not tried in segments both for reasons of economy
27 to the parties and the judicial system. (Alan S. v. Superior Court, supra, 172 Cal. App. 4th at 247,
28 n.11.) Justine contends that the same judge should hear all the evidence and determine all the issues
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in this case. (Ibid.) She contends that the case should not be reassigned to another judge after the
2 commencement of any segmented trial because such relief is jurisdictionally excessive, unnecessary
3 and the Court is not empowered by California Rules of Court, Rule 5.175 to alter the governing
4 principles of law concerning the manner of trial by the Court. She contends that only facts and
5 argument pertaining to the validity or invalidity of the Postnuptial Agreement should be permitted
6 and allowed and that Elon's unilateral litany of facts and argument surrounding the unsigned
7 Prenuptial Agreement be excluded because they are irrelevant. She contends that Elon's request
8 regarding the timing of the trial of subsequent proceedings and motion for a new trial should be
9 denied because his request fails to comport with governing law pursuant to California Rules of
10 Court, Rules 5.175 and 5.180, improperly seeks an advisory opinion and is jurisdi~tionally excessive
11 and unnecessary. Justine contends that Elon's request to stay discovery be denied because discovery
as to property related issues is intertwined with the issues raised concerning the Postnuptial
Agreement and will be repeate\d in any severed proceeding. The Court cannot predetermine what
evidence is going to be needed concerning the Postnuptial Agreement. Accordingly, bifurcation of
the Postnuptial Agreement is improper and would serve only to over complicate an already complex
case.

III.
THE COMPONENTS OF ELON MUSK'S REQUEST TO BIFURCATE EXCEEDS
.
THE AUTHORITY OF THE COURT AND WOULD UNNECESSARILY
20 COMPLICATE TIIlS CASE
21 Elon's requests for relief (Attachment 9 to Form FL-310) contain seven (7) separate
22 requests, of which only items (1) and (3) are legally cognizable, albeit ill-conceived. Elon fails to
23 address the issue of appeal and ignores the provisions of California Rules of Court, Rule 5.180,
24 Family Code Section 2025 1 and Code of Civil Procedure Section 904.1, the one judgment rule.
25
1
26 Family Code Section 2025 directs, in pertinent part: "[i]f the court has ordered an
issue ...bifurcated for separate trial or hearing in advance of the disposition of the entire case, a court of
27 appeal may order an issue ... transferred to it for hearing and decision when the court that heard the issue.
28 . .certifies that the appeal is appropriate. Certification by the court shall be in accordance with rules
promulgated by the Judicial Council."
6
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Bifurcation of the validity or invalidity of the Postnuptial Agreement is a segmented trial that likely
2 would be appealed at the time of the preliminary order on that issue. If the issue of the validity or
3 invalidity of the Postnuptial Agreement is bifurcated, there will likely be an interlocutory appeal (or
4 a proceeding on extraordinary ~t), and an unnecessary stay of proceedings while that appeal goes
5 forward. If for whatever reaso~ that appeal is not granted, then the parties may also appeal the entire
6 judgment so that bifurcation in this instance seems overly complicated.
7 A. Elon Musk Has Mischaracterized the Applicable Procedural Rules

8 California Rule of Court, Rule 5.175, provides that the court may" ...bifurcate one or
9 more issues to be tried separately before other issues are tried" but only if resolution of the bifurcated
10 issue is likely to simplify the determination of the other issues. That rule, California Rules of Court,
11 Rule 5.180 and Family Co.de Section 2025, regarding interlocutory appeals for bifurcated issues,
demonstrate that the nature of the proceeding contemplated is a segmented, as opposed to a fully
bifurcated, trial. For clarification purposes, a brief discussion of bifurcation is appropriate.
Bifurcation can have more than one meaning. (See In re Marriage of Wolfe (1985) 173 Cal.App.3d
889, 894.) Bifurcation can mean either of the following as explained in In re Marriage of Wolfe,
supra,113 Cal.App.3d at 894:
(1) "only one trial," which is "continuous in nature, but segmented as to particular issues"
resulting in preliminary orders, but no final judgment is entered until the end of the trial (See also In
re Marriage ofLafkas (2007)153Cal.App.4th1429, 1433-1434; In re Marriage ofMacFarlane
20 (1992) 8 Cal.App.4th 247, 251). or
21 (2) "two or more separate trials" where "particular issues are tried at separate times, with
22 each subject to a separate and distinct judgment." [not legally cognizable for this issue.]
23 In the present case, Elon's requested relief, read together, shows that he seeks bifurcation
24 as one trial, with an early segment of the trial on the validity or invalidity of the Postnuptial
25 Agreement as one continuous trial where the court does not prepare a proposed Judgment until the
26 further segments of the trial are completed as in In re Marriage ofMacFarlane, supra, 8 Cal.App.4th
27 at 251 (case involved existence of a transmutation agreement and validity of quitclaim deeds) and Jn
28 re Marriage ofLafkas, supra, 153 Cal.App.4th at 1433-1434 (case involves characterization ofa
7
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business asset). Since the valiaity or invalidity of the Postnuptial Agreement cannot be a separate
2 and distinct judgment pursuant to Code of Civil Procedure Section 577 2 and will be incorporated
3 into a final judgment, Elon's legally cognizable relief is that of one segmented trial.
4 In re Marriage of Wolfe (1985) 173 Cal. App.3d 889, 893, the only case cited by Elon
5 supporting his bifurcation request, involves bifurcation of attorneys' fees from a post-judgment
6 support modification hearing , not a pre-trial request to bifurcate. That case does not raise the issue
7 of appealable orders and involves a post-judgment separate trial. In re Marriage ofLafkas (2007)
8 153 Cal. App. 4th 1429, however, explains the appealability of a decision in a bifurcated trial
9 [segmented] trial of the characterization of property where the remainder of the trial on the other
10 issues has not yet taken place and the bifurcation of the property issue results in a pre-judgment order
11 to be included in the final judgment, after the completion of the balance of the case. In arguing from
Wolfe that bifurcation of the validity or invalidity of the purported Postnuptial Agreement serves the
interest of judicial economy, Elon fails to analyze what happens if one party appeals the ruling on
this issue at the time of the pre-judgment order. Because of the extent of the wealth involved
(estimated at over $1 billion), and the i,mportance to family law jurisprudence of the issues regarding
the creation of that document, if the issues pertaining to the validity or invalidity of the Postnuptial
Agreement are tried separately, whichever party does not prevail is most likely to request a certificate
for interlocutory appeal of the order pursuant to California Rules of Court, Rule 5.180. If such
certificate is issued, it is followed by a motion to the Court of Appeal for leave to appeal, and if that
20 motion is granted, an appeal proceeds which could consume at least one full year. 3 During that
21 additional year (or more), the parties remain in a state of limbo, unable to prepare themselves and
22
23 2
Code ofCivil Procedure Section 577 provides "A judgment is a final determination ofthe rights
of the parties in an action o:t proceeding." A final judgment is one "where no issue is left for future
24
consideration ... but where anything further in the nature of judicial action on the part of the court is
25 essential to final determination of the rights of the parties, the decree is interlocutory," i.e., not final.
(Kinoshita v. Horio (1986) 186 Cal.App.3d 959, 963.)
26
3
If the certificate is not issued, the non-prevailing party retains the right to petition the Court of
27 Appeal for extraordinary writ relief, and/or to appeal the separate ruling in an appeal from the final
28 judgment. California Rules of Court, Rule 5.180(h) and In re Marriage of Lafkas (2007)153
Cal.App.4th 1429, 1433.
8
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their young children for the economic and emotional effects of their future life. In addition, to stay

2 discovery on property issues pending such an appeal, is simply to afford Elon carte blanche to utilize
3 his position in control of the community businesses to his advantage and the ultimate disadvantage
4 of Justine.
5 The situation is complicated even more by the fact that there will remain issues requiring
6 trial even after a decision on the status of the purported Postnuptial Agreement. Those issues may
7 become more or less complex by reason of the order which may be made, but they will not
8 disappear. In the scenario proposed by Elon, the proceedings might involve two or even three
9 trials-a segmented trial of theissue of the validity or invalidity of the purported Postnuptial
10 Agreement, a bifurcated trial on issues pertaining to custody of the children, and an overall trial on
11 property division and support issues which might not occur until after an appeal. A series of separate
trials is not efficient, because it requires parties, counsel, and witnesses, to prepare multiple times,
never knowing when the matter will be actually heard, all of which increases costs exponentially. A
series of trials also increases the chances that different judicial officers will become involved (which
Elon reque,sts i his relief). which is also inefficient. because. notwithstanding the existence of a
statement of decision regarding a particular issue, a subsequent judicial officer will need to review
the eJitire file to be prepared to address the interrelationship between an issu~ previously determined
and the issues remaining to be determined.
The recent case of Alan S. v. Superior Court, supra, 172 Cal. App. at 247, is instructive
20 on this issue. In that case, which involved the right to representation, the Court of Appeal made a
21 "quick digression on the theme of discontinuity in the family law courts, a theme on which this court
22 has had a number of occasions to write [and commented that this problem persists]. (E.g.,
23 Blumenthal v. Superior Court (2006) 137 Cal.App.4th 672, 40 Cal.Rptr.3d 509 [trial judge
24 needlessly declared mistrial of dissolution simply because she was being re-assigned to a next door
25 domestic violence calendar, thus costing parties thousands of dollars in extra attorney fees]; In re
26 Marriage ofSchaffer (1999) 69 Cal.App.4th 801, 809, 81 Cal.Rptr.2d 797 ['Not counting Judges
27 Stock, Didder and Hudson, who routinely approved stipulations, this case has passed from Ratter to
28 Cox to Knox to Smallwood to Mandel to Woolley to Posey. And not one of these judges ever heard
9
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more than one oflda's modification requests!'].)" (Id at 247.) The Court of Appeal further
2 commented on the "rotation" in the "family law departments, where judges with little, or no, family
3 law experience circle in and out with little continuity for the litigants." (Id. at 247, n.11) Given the

4 complex nature of this case, one judge should hear the entire case, including the segment of the
5 Postnuptial Agreement, and should be familiar with all of its complexities, as that would serve the
6 parties and judicial economy, which is also consistent with the all purpose judge system.
7 B. Elon's Requests Will Have the Effect of Unduly DelayinK the Ultimate Resolution of

8 This Case

9 Elon's moving papers show that his principal argument, i.e., conducting an initial trial on
10 the validity or invalidity of the purported Postnuptial Agreement, will encourage settlement. A sham
11 argument. Elon asserts that a ruling in.his favor on this issue will encourage Justine to settle (by
which he means she will capitulate rather than compromise), but is silent about his own willingness
to negotiate meaningfully either before or after a ruling in Justine's favor. To the contrary, Elon
states that a ruling in Justine's favor will result in a lengthy tracing analysis, and a complex
Pereira/VanKamp analysis. He asks the court to delay commencement of these analyses4 until after
a trial and potential appeal of the issue, (an 18-24 month delay), after which the needed discovery
and preparation would likely delay trial for at least an additional year. Any appeal of an ultimate
judgment will mean that this case, which has already been pending for approximately one year, will
require a total of between 5 and 6 years to ultimate resolution. Delay provides Elon with lengthy
20 unsupervised opportunities to do acts deleterious to Justine's rights, and which can make the analysis
21 more complex and difficult than it already is.
22 C. The Court Lacks Jurisdiction to Alter The One-JudKment Rule
23 Not only does Elon's request lead to a multiplicity of proceedings, but also raises
24 questions regarding the trial judge. Under the single judgment rule, the judgment should be signed
25
4
26 Elon asks the Court to delay commencement of any tracing analysis even though he advised
Justine's counsel that such an analysis has already begun. In Elon's counsel's February 6, 2009 letter,
27 he advised that much of the responsive documents in response to Jack Zuckerman's January 27, 2009
28 letter will be answered in Gursey Schneider's tracing analysis which they were working on. (Declaration
of Marshall S. Zolla ~11; Exhibit 3.)
10
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by the judge who hears the evidence. (Code Civ. Proc. 904.1; Fox v. Fox (1960) 127 Cal.App.2d
2 253.) Changing the trial judge before the case is complete and a statement of decision issued
3 requires a complete retrial. (Ravi/le v. ~ingh (1994) 25 Cal.App.4th 1127, 31Cal.Rptr.2d58; David
4 v. Goodman (1953) 114 Cal.App.2d 571.)
5 In the instant case, Elon attempts to avoid this issue by requesting relief to the effect that

6 it is not required that the same judge hear the balance of the trial as heard the segmented issue. For
7 this he cites California Rules of Court, Rule 3.1591. The Rule. however. does not stand for that
8 proposition. It states that if the other issues are tried by a different judge, then each judge must
9 prepare a statement of decision and order as to issues tried by that judge, and the last judge to act
10 prepares the final judgment (CRC 3.1591(c).) Rule 3.159l(c) is silent as to the circumstances under
11 which a case may be reassigned. Elon, anticipating that the 5-6 year length of this case which may
occur if his motion is granted may result in its reassignment from the present judicial officer, is thus

asking the Court for an advisory opinion regarding the future progress of the case. He is not entitled
to such an opinion. Rather, the Court must consider carefully the possibility of creating a situation
which could potentially require a retrial of a previously bifurcated issue-a possibility which will
add to the multiplicity of proceedings which Elon seeks, and would further complicate this already
complex case, and which would be avoided by simply denying the motion to bifurcate and trying the
entire case once.
IV.
20 BIFURCATION IS NOT WARRANTED BECAUSE DETERMINATION OF THE
21 VALIDITY OR INVALIDITY OF THE POSTNVPTIAL AGREEMENT
22 INVOLVES VALUING ASSETS BOTH AT THE TIME THE AGREEMENT I

23 WAS SIGNED AND AT ITS CURRENT VALUE


24 Elon wrongly attempts to portray a segmented proceeding regarding the purported
25 Postnuptial Agreement as a simple and short trial and wrongly contends that if the Postnuptial
26 Agreement is valid then there is notb.llig to litigate concerning the valuation of the property. The
27 issues are more complex and time consuming than Elon projects. Elon fails to recognize in his
28 analysis that there is an inescapable intertwining of issues. Elon premises his Motion on the
11
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1 argument that ifthe Postnuptial Agreement is upheld, no tracing or valuation analysis will be

2 necessary. He, ignores, however, the fact that in order to determine the validity or invalidity of the
3 Postnuptial Agreement, the Court must determine what assets Justine gave up, what consideration
4 she received, and the benefits he obtained at the time the Postnuptial Agreement was signed. Such
I

5 analysis requires the Court to examine Elon's disclosure or lack of disclosure of the value of the
6 assets at the time the Postnuptial Agreement was signed.

7 v.
8 DISCOVERY SHOULD NOT BE STAVE]) OR LIMITED

9 A. Discovery is Still Needed Related to the Validity or Invaiidity of the Postnuptial

10 A~reement and Other Issues


11 It is well established in California that discovery related to value of the assets in existence
at the time of a Postnuptial Agreement is necessary, and, therefore, is reasonably calculated to lead to
the discovery of admissible evidence. (In re Marriage ofBurkle, supra, 139 Cal.App.4th at 723,
744, n. 1; Code of Civil Procedure 2017.010.) The value of the assets at the time the Postnuptial
Agreement is tested is also permitted based upon Family Code Section 721 and its cross references
to the Corporations Code. Section 721(b) imposes upon spouses the rules which govern the actions
of persons occupying fiduciary relationships, one to the other. In addition to the duties imposed by
the common law, the statute specifically provides that it imposes the duty of the highest good faith
upon each spouse, and that neither may take unfair advantage of the other. It further imposes those
20 duties of business partnerships contained in Corporations Code sections 16403 and 16404.
21 Corporations Code Section 16404, which recites a partner's fiduciary duties, is derived
22 from the fiduciary duty concepts developed under the original Uniform Partnership Act (See former
23 Corps. Code, 15021 ). Section 16404(b)(1) provides that a partner must hold as trustee for the
24 partnership any benefit which that partner derives in the conduct of partnership business, or derived
25 from the use of partnership information, including the appropriation of a partnership opportunity.
26 Section 16404(b)(2) provides that the duty of loyalty in partnership context requires a partner to
27 refrain from acting as a person having an interest adverse to the partnership. The essence of the
28 statute, therefore, is that the act of marriage creates an economic partnership, known in our law as the
12
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.. - __ ____ -- --- - - - -- - -- - - ------'


,,
. - - - - - - - - - -- -- -- - - - - - - - - - - - - - ---

1

community or the community estate, and from the moment of marriage forward, that partnership
2 exists until the completion of maritahlissolution and winding up of the community partnership by
3 division in accordance with the Family Code.
4 Jn this case, Elon's improper request to stay discovery in this case is unwarranted and
5 constitutes a breach of his fiduciary duty of full and complete disclosure of any and all information
6 concerning the parties' assets and income. Given that the factual issues regarding the Postnuptial
7 Agreement are intertwined, limiting discovery will result in repeated disputes over what evidence
8 falls within the scope ofElon's request for a discovery stay. An illustrative example of the discovery
9 Justine needs to undertake in this case concerns the nature and value of the property Elon held at the
10 time the parties executed the Postn~ptW Agreement Elon violated his legal duty to fully and
11 completely disclose to Justine any and all information and backup documentation regarding the
nature and value of his assets prior to entering in the Postnuptial Agreement. Now, Elon seeks to
improperly block discovery regarding the value of the assets listed en Exhibit B to the Postnuptial
Agreement, which discovery is expressly authorized under In re Marriage ofBurkle (2006) 139
Cal.App.4th 712, 723, 744, n.1, and the Civil Discovery Act in Code o/Civil Procedure 2017.010.
Elon's broad brush requested relief is poorly framed because Justine is entitled to this information.
. .
Justine has not received critical discovery regarding the value ofElon's assets at the time the parties
executed the Postnuptial Agreement.
Not only did Justine not have knowledge or understanding of the assets in existence at the
20 time of the Postnuptial Agreement that she was giving up, she also did not understand that she was
21 giving up her potential Pereira/Van Camp interest in the potential growth of those assets. Elon spent
22 the entire eight and a half year marriage pouring bis heart and soul into SpaceX, Tesla Motors and
23 SolarCity, which helped him increase the value of estate from $14 million at the time of marriage to
24 in excess of $500 million eight (8) years later. No attorney signed or approved the Postnuptial
25 Agreement. Without advice from an attorney, Justine could have not possibly known what she was
26 giving up. Within weeks of their marriage, Elon demanded that Justine sign the Postnuptial
27 Agreement without the advice of counsel. Case law, enhanced by the provisions of Section 16404,
28 required that Justine be fairly compensated, and therefore that she receive complete disclosure of not
13
INRE MARRIAGE OF MUSK MEMORANDUM OF POINTS AND AUTHORITIES
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1

only the actual value but also the p9tential.enhancement of value of her interest.5 In short, before
2 Elon could request Justine to sign the Postnuptial Agreement, Elon had to disclose his business plans
3 which would affect the future value of the community interest in property acquired after marriage
4 which Justine then held. Elon did not do so. He has, however, significantly enhanced the value of
5 that interest through his skill and efforts, which, but for the purported Postnuptial Agreement, would
6 constitute community assets. Justine is therefore entitled to attack the purported transfer or
7 elimination of her interest. To do so, she must have discovery of the nature and extent of her interest
8 at the date of execution, and of the information known to Elon as to bis business plans for
9 enhancement of the asset which he was taking from her. In addition, she needs discovery of what
10 occurred thereafter to validate Elon's business models, because that will demonstrate the accuracy of
11 Elon' s projections which he secreted at the time of the Postnuptial Agreement. Elon' s attempt to
circumvent and avoid such valuations and to over simplify the issues before the Court constitutes a
transparent attempt to present an incomplete picture of the issues to be determined in this
proceeding.
B. Elon Musk's Reliance on Ritkind v. Superior Court is Misplaced
Elon misstates the reasoning and holding in Rifkind v. Superior Court (1981) 123
Cal.App.3d 1045, as it applies to the facts in this case. The Rifkind case addresses the private
financial affairs of nonparties, that is, a parties' seeking corporate records that relate to other
. shareholders, not those of a party, and ''knowledge of confidential corporate affairs." (Id at 1049.)
20 Elon's reliance on Rifkind v. Superior Court, supra, 123 Cal.App.3d at 1052 is misplaced because he
21 omits any mention of nonparties in the quote he cites. The Court of Appeal in that case held the trial
22 court "... should carefully consider whether disclosure of the financial dealings of non-parties, even if
23 shown to be relevant, may not better be deferred until the court has resolved other issues which
24 might make the disclosure unnecessary." (Emphasis added.) Justine is not asking for information
25
26
5
Unlike In re Marriage ofLeni (2006) 144 Cal. App. 4th 1087, Justine is not asking that any
27 portion ofthe Corporations Code other than those specifically incorporated in Family Code Section 721,
28 be applied. She seeks only to enforce Elon's duties embodied in both Family Code Section 721, and
Corporations Code Section 16404, to invalidate Elon' s improper acquisition ofher community interests.
14
IN RE MARRIAGE OF MUSK MEMORANDUM OF POINTS AND AUTHORITIES
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concerning shareholders and their families, as was the case in Rifkind. Accordingly, discovery
2 should not be stayed or restricted in advance, as he requests.
3 C. Discovery Concerns due to Elon Musk's ~ecent Cessation of Information
4 At the time of Justine's filing her Motions for Joinder on January 27, 2009, Elon's
5 voluntary cooperation for discovery ceased, as did his payment of attorneys' fees. Mr. Clemens is
6 now blocking accountant-to-accountant communications and insists on controlling discovery
7 through his office. Justine is concerned about obtaining documents she needs to prepare her case. By
8 way of example, Justine needs access to discovery related to Elon's income and cash flow available
9 for child support and spousal support, since there are no current Court orders regarding these issues.
10 She also should have access to documents for purposes of attorneys' fees. As stated in the
11 Declaration of Jack Zuckerman, there is significant documentation that is needed for Justine to
properly litigate this case. (Declaration of Jack Zuckerman, C.P.A. ~~5-11.) In addition; Mr.
Clemens on the one hand has advised Justine's counsel in his February 6, 2009 letter that the Gursey
Schneider LLP tracing report would be forthcoming. (Declaration of Marshall S. Zolla ~11; Exhibit
3.) Now Elon argues in his Motion that he should not have to do a tracing analysis. Again, Elon has

come to the proverbial fork in the road and has chosen multiple, conflicting paths which don't work.
VI.
ELON IS NOT ENTITLED TO A CASE MANAGEMENT ORDER

A current Income ai1d Expense Declaration, one that was completed within the last three
20 months absent any material changes, is required to be filed and served with a party's moving papers
21 in connection with any hearing regarding financial issues. (California Rules of Court, Rule, 5.128;
22 In re Marriage ofTydlaska (2003) 114 Cal.App.4th 572.) A party cannot file an Income and
23 Expense Declaration after their moving papers in an attempt to comply with the rules because then
24 the other party would not have an opportunity to respond to such claims. (In re Marriage of
25 Hoffmeister (1984) 161 Cal.App.3d 1163.) Family Code Section 2032(d) does not waive that
26 requirement. Family Code Section 2032(d) must also be read with Family Code Section 2030(a)(l)
27 which ensures that each party has access to legal representation and Family Code Sections 2450 and
28 2451 pertaining to case management. Section 2450(b) provides that no case man~gement plan may
15
IN RE MARRIAGE OF MUSK MEMORANDUM OF POINTS AND AUTHORITIES
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be orde~ed absent stip'91ation of the parties, and Section 2451(j), provides that a stipulated case
2 management plan may include a Section 2032(d) allocation plan. These statutes limit the powers of
3 the Court to impose case management plans over the objection of parties.
4 In the present case, Elon did not file an Income and Expense Declaration with pis moving
5 papers and cannot do so with his Reply Brief or at any other time before the May 5 hearing because
6 then Justine would not have an opportunity to respond. Elon's failure to file an Income and Expense
7 Declaration should be viewed as consent to any fee request the Court makes. Elon's request for
8 imposition of a case management order (over Justine's objection) under Family Code Section
9 2032(d), is further belied by his own characterization of the proceedings. His moving papers assert
10 that the issues pertaining to the validity' of the purported agreement are simple, requiring little
11 discovery and preparation, an~ that the decision that the purported agreement is valid eliminates all
issues of property division from the case. He cannot make those arguments on one hand, and call the
case complex for purposes of Section 2032(d) on the other hand. Elon's idea of a case management
plan is that it should call only for a limitation on fees to enable Justine to litigate the case and a
limitation on her right to attorneys fees awards made pursuant to Family Code Section 2030. The
language of section 2032(d) does not support Elon's position. It permits the court, after a finding of
complexity, to implement a case management plan "for the purpose of allocating attorneys' fees,
court costs, expert fees and consultant fees equitably between the parties." In this case, Elon's vast
wealth, Justine's lack of we8.lth, and Elon's efforts to relegate her to relative penury through the
20 purported Postnuptial Agreement, demonstrate that the court must act pursuant to Family Code
21 Section 2030(a)(l) to ensure Justine adequate access to legal representation to preserve her rights.
22 VII.
23 THE COURT SHOULD ORDER ELON MVSK TO PAXPENPENTE LITE
24 ATTORNEYS' AND ACCOUNTANTS' FEES UNDER
25 FAMILY CODE SECTIONS 213 AND 2030
26 For the various reasons enunciated herein, Justine should be awarded attorneys' fees and
27 costs to fund this case under Family Code Section 213, which enables a party to seek affirmative
28 relief related to the relief requested by the moving party and Family Code Section 2030:
16
IN RE MARRIAGE OF MUSK MEMORANDUM OF POINTS AND AUTHORITms
L'\WPDATAIMUSK\IW Billlrcalloo MOlion\opposhlonlblrfilrKlllcn.mpa.wpd
1 A.

The Court Should Create Parity Between the Parties, in LiKht of Justine
2 Musk's Need for A:ttorneys' and Accountants' Fees and Costs and Elon
3 Musk's Ability to Pay Them
4 According to Family Code Section 2030(a)(l), the Court must ensure that each party has
5 access to legal representation to preserve his or her respective rights. Family Code Section 2030
6 provides in pertinent part:

7 In a proceeding for dissolution of marriage, nullity of marriage, or


legal separation of the parties, and in any proceeding subsequent to
8 entry of a related judgment, the court shall ensure that each party
has access to legal representation to preserve each party's rights by
9 ordering, if necessary based on the income and needs assessments,
one party, except a governmental entity, to pay to the other party, or
10 to the other party's attorney, whatever amount is reasonably necessary
for attorney's fees and for the cost of maintaining or defending the proceeding
11 during the pendency of the proceeding. (Emphasis added.)
Family Code Section 2030(a)(2) further provides "[w]hether one party shall be ordered to
pay attorney's fees and costs for anoth~ party, and what amount shall be paid, shall be determined
upon, (A) the respective incomes and needs of the parties, and (B) any factors affecting the parties'
respective abilities to pay."
The facts in In re Marriage of O'Connor {1997) 59 Cal.App.4th 877 are instructive as to
when a court should award a party attorneys' fees. In that case, wife had a net worth of $40,000,000
and husband had a net worth of $2,000,000 after paying some of his attorneys' fees out of his own
pocket. Despite his net worth, the trial court granted his request for fees, awarding him $250,000
20 pendente lite. Thereafter, it awarded him an additional $450,000. When wife appealed the $450,000
21 award, arguing that husband had not shown the requisite "need," as required by Family Code Section
22 2030, the Court of Appeal affirmed the order. The Court considered the state's policy relative to
23 attorney fee awards. According to the O'Connor Court, California's policy is in favor of "parity
24 between spouses in their ability to obtain effective legal representation." (Id. at 881.) In further
25 support of the trial court's decision, the Court of Appeal held that "[t]he court considered the
26 complexity of the issues involved in the litigation, the wealth and available resources of the parties,
27 and the litigation costs already incurred and expected to be incurred through trial." (Id. at 884.)
28 Similarly, the Court of Appeal emphasized in In re Marriage ofJacobs (1982) 128
17
IN RE MARRIAGE OF MUSK MEMORANDUM OF POINTS AND AUTHORITIES
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1 Cal.App.3d 273, 288:

2 [W]here the wife has inadequate funds to maintain the case in the trial
court or take an ap.\'eal, the husband is able to pay a reasonable sum,
3 and neither the imtial proceeding nor the appeal are without substantial
merit, the trial court commits error in denying any allowance for fees
4 and costs.
5 In the instant case, Justine must litigate this complex and highly contested marital

6 dissolution action. Justine has no income other than her income from her novels (which is de
7 minimus vis-a-vis Elon's income, generated from the parties' assets under Elon's control.) Elon has
8 virtually limitless resources at his disposal to litigate this proceeding. Elon has a far greater ability to
9 pay attorneys' fees in contrast to Justine. Justine's nominal cash flow does not afford her the ability
10 of litigating this proceeding on the same level as Elon. He has the ability to pay Justine's attorneys'
11 and accountants' fees from the!substantial assets under his control. Given Elon's assets and income,
his lifestyle has not suffered in any way since the parties separated. Both statutory and case law
require that the Court order Elon to make a substantial contribution toward Justine's fees to correct
the disparity in the parties' ability to litigate this case. Accordingly, the Court should order Elon to
pay Justine pendente lite attorneys' fees in the amount of$450,000 ($199,154 of outstanding
attorneys' fees owed as of April 16, 2009 and an additional $250,000 on account) and accountants'
fees in the sum of$225,000 ($49,000 ~f outstanding accountants' fees as of March 31, 2009 and an
additional $175,000 on account).
B. The Court Should Make an Award Where Requested Attorneys' and
20 Accountants' Fees Are Just and Reasonable Considerine the Complexity of
21 the Case
22 Family Code Section 2032 provides that "[t]he court may make an award of attorney's
23 fees and costs under Section 2030 or 2031 where the making of the award, and the amount of the
24 award, are just and reasonable under the relative circumstances of the respective parties."
25 Major factors to be considered by a court when determining a reasonable attorney fee
26 award include: (i) the nature of the litigation; (ii) its difficulty; (iii) the amount involved; (iv) the
27 skill required and the skill employed in handling the litigation; (v) the attention given; (vi) the
28 success of the attorney's efforts; (vii) the age and experience of the attorney in the particular type of
18
IN RE MARRIAGE OF MUSK MEMORANDUM OF POINTS AND AUTHORITIES
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work demanded; (viii) the intricacies and importance of the litigation; (ix) the labor and the necessity
2 for skilled legal training and ability in trying the cause; and (x) the time conswned. (In re Marriage
3 ofKeech, supra, 75 Cal.App.4th at 869-870; Jn re Marriage of Cueva, supra, 86 Cal.App.3d at 296.)
4 Similarly, the Court in In re Marriage ofBraud (1996) 45 Cal.App.4th 797 addressed the
5 issue of the reasonableness of fees requested, holding that where the services and fees incurred are
6 reasonable and there exists the requisite need and ability to pay, the Court's award may not be
7 arbitrarily low. In Braud, wife requested $6,675.50 for legal services through the date of trial,
8 supplemented by $2,606 post-trial legal services. Although husband did not dispute the
9 reasonableness of services or the fee amount, the trial court awarded wife only $500 in attorney fees.
10 The Court of Appeal reversed, by holding:
11 Where, as here, there was no showing that the time spent or fees
charged were unreasonable, and the parties' respective financial
circwnstances clearly justify a higher fee award, such a drastic
reduction in the requested amount cannot be sustained. (Id at 827-828.)
In this case, there is in excess of $500 million of assets in dispute. Justine has an inherent

need for fees consistent with the factors permitting such an award as described in Keech and Cueva.
This case is sophisticated and complex, in view of the parties' substantial assets, cash flow, lifestyle,
and legal issues. A substantial amount of fees will be incurred due to the fact that the validity of the
Postnuptial Agreement will need to be tested and examined because Justine contends it is invalid for
the reasons set forth in her Response to the Dissolution of the Marriage filed with the Court on
August 21, 2008. In that regard, depositions will need to occur in Palo Alto, California. Substantial
20
fees will also be incurred because of the sophisticated nature of the parties' business interests in
21
SpaceX, Tesla Motors, and SolarCity. There are complex fiduciary duty issues concerning Elon's
22
investment of community resources expended for the benefit of SpaceX, Tesla Motors and SolarCity.
23
As the parties prepare for trial (or contemplate settlement), counsel will most certainly need to retain
24
consultants and experts to assist in the analysis and division of business interests. Apart from the
25
complicated financial aspect of this proceeding, there are five (5) children, under the age of six (6),
26
some of whom have special needs. As a result, custody may be at issue.
27
Invoices generated by Justine's attorneys and accountants, which can be made available
28
19
IN RE MARRIAGE OF MUSK MEMORANDUM OF POINTS AND AUTHORITIBS
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1

upon request by the Court, demonstrate that all work performed and fees and costs incurred, given
2 the complexity of the case, reflect that her attorneys' fees and costs are just and reasonable under the
3 Keech and Cueva standards. A detailed list of the work performed, and work to be performed in the
4 near future, is set forth in the accompanying Declaration of Marshall S. Zolla and Jack Zuckerman.
5 (Declaration of Marshall S. Zolla 1130~3 l; Declaration of Jack Zuckerman 120.) A substantial
6 amount of time, skill and attention has been, and will continue to be, required to bring this case to
7 trial to properly represent Justine's claims and contentions regarding the foregoing issues. Justine
8 needs help with her mounting legal fees. Accordingly, Justine's request for $450,000 in attorneys'
9 fees ($199,154 due and owing; $250,000 on account) and $225,000 in accountants' fees ($49,000
10 due and owing; 175,000 on account) should be granted.
11 vm.
CONCLUSION
Based upon the foregoing, Justine requests that Elon's Motion be denied in its entirety and
she be awarded attorneys' and accountant's fees and costs pursuant to Family Code Sections 213 and
2030. Alternatively, Justine requests the relief set forth in Attachment 8 to her Responsive
Declaration.
Dated: April2:/, 2009 Respectfully submitted,

20
21
22
23
24
25
26
27
28
20
IN RE MARRIAGE OF MUSK MEMORANDUM OF POINTS AND AUTHORITIES
L'IWPDATA\MUSKIRD Blfilrcatlon Mollonlopposilionlblrlb!Ulllon.mpa.wpd
1
DECLARATION OF MARSHALL S. ZOLLA

2 I, MARSHALL S. ZOLLA, declare as follows:
3 1. Declarant is an attorney at law licensed to practice in the State of California.
4 Declarant is a member of the Law Offices of Marshall S. Zolla, A Professional Corporation,
5 attorneys of record for Respondent, Jennifer Justine Musk, ("Justine") in the within dissolution of
6 marriage proceeding. If called upon as a witness, Declarant could and would competently testify to
7 the following:
8 2. Declarant submits this Declaration in Opposition to Petitioner, Elon Musk's
9 ("Elon") Motion for Bifurcation of Postnuptial Agreement and Other Relief and requests the
10 following alternative relief:
A. That the Court deny Elon's request for an early and separate trial on
the issue of the validity and enforceability of the Postnuptial Agreement, dated March 10, 2000;
B. That the Court deny Elon's request to stay discovery on all property
related issues, other than the validity of the Postnuptial Agreement pending the bifurcated trial;
C. That the Court order that the entire case be tried as a unit, and not tried
in small segments both for reasons of economy to the parties and the judicial system, with one judge;
D. That the Court deny Elon's request for a case management order
regarding Elon's payment of Justine's attorneys' fees and costs pending the bifurcated trial;
E. That the Court order Elon to pay the sum of $450,000 to the Law
Offices of Marshall S. Zolla, A Professional Corporation, on account, as and for attorneys' fees
outstanding of about $200,000 and $250,000 of additional fees; and
F. That the Court order Elon to pay the sum of$225,000, which includes
23 an outstanding balance of $49,000, to Justine's forensic accountants, White, Zuckerman, Warsavsky,

24 Luna, Wolf & Hunt LLP, on account.


25 DECLARANT'S QUALIFICATIONS
26 3. Declarant is certified as a specialist in the field of family law by the Board of
27 Legal Specialization of the State Bar of California. Declarant graduated from Boalt Hall School of
28 Law at the University of California, Berkeley in 1963 and was admitted to practice in California in
1
IN RE MARRIAGE OF MUSK DECLARATION OF MARSHALL S. ZOLLA
!:\WPDATA\MUSK\RD Bifut<&tion Motion\oppositionldecl.msz.wpd
1

1964. Declarant has actively and continuously practiced family law in the State of California for
2 over 40 years. Declarant's practice is limited to the field of family law. Declarant has written and
3 lectured extensively in family law. Declarant serves as an Editorial Consultant and Commentator for
4 California Family Law Monthly and a Practice Consultant for the California Family Law Trial
5 Guide, both published by Matthew Bender & Company. (A true and correct copy of Declarant's
6 Biographical Summary and Curriculum Vitae, summarizing Declarant's educational background,
7 professional experience, publications, professional speaking and bar association activities, is
8 attached hereto, marked as Exhibit 1.)
9 BIFURCATION OF THE VALIDITY AND ENFORCEABILITY OF THE POSTNUPTIAL
10 AGREEMENT IS LIKELY TO RESULT IN MULTIPLE PROCEEDINGS AND LESS
11 LIKELY TO RESULT IN SETTLEMENT

o-
-12 4. In Paragraph 8 of his Declaration, Mr. Clemens states if the Postnuptial
N Ill

~~3 Agreement is valid and enforceable, then there is nothing to litigate concerning the characterization,
Ill co
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< ~; '4 valuation and division of the parties property. Mr. Clemens, however, ignores that to determine the
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,s validity or invalidity of the Postnuptial Agreement, the parties assets at the time the Agreement was
S:J~~:J.6 signed must be valued. Due to Elon's fiduciary duties and his possible usurpation of business
~ < !! < <
=:a. u
~: ~ J7 opportunities, the assets must be valued at the time of enforcement of the Postnupial Agreement as
:a< ~..... Ill..J
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.. ~~8 well. Because all of these issues are intertwined, it is more appropriate, as a matter of judicial
uz
s~9
NO
economy, and less costly, to try the entire case once rather than twice.
..J
20 5. In Paragraph 9 of his Declaration, Mr. Clemens admits that he will litigate the
21 tracing, characterization and valuation issues if the Postnupial Agreement is found to be invalid or
22 unenforceable. As a result, bifurcating this issue will not promote judicial economy or save the
23 parties time or money. A good example of this is that Mr. Clemens states that a ruling in Justine's
24 favor will result in a lengthy tracing analysis, and a complex Pereira/Van Camp analysis. But he asks
25 the court to delay commencement of these analyses until after a trial and potential appeal of the
26 issue, (an 18-24 month delay), after which the needed discovery and preparation would likely delay
27 I II
28 II I
2
JN RE MARRIAGE OF MUSK DECLARATION OF MARSHALL S. ZOLLA
1:\WPDATA\MUSKIJID Blllm:atlon Motlon'lappolitlon\decl.msz.wpd
1

trial for at least an additional year. 1 Any appeal of an ultimate judgment will mean that this case,
2 which has already been pending for approximately one year, will require a total of between 5 and 6
3 years to ultimate resolution. It is more appropriate as a matter of judicial economy and less costly to
4 proceed with the analyses and try the entire case once.
5 6. Mr. Clemens in his Declaration also omits a significant issue, that being the
6 likelihood that ifthe issue of the validity of the Postnuptial Agreement is bifurcated, there will be an
7 interlocutory appeal (or a proceeding by extraordinary writ), by the losing party and an unnecessary
8 stay of proceedings while that appeal goes forward. If the issues pertaining to the validity of the
9 Postnuptial Agreement are tried separately, whichever party does not prevail is most likely to request

I. IO a certificate for interlocutory appeal. If such certificate is issued, it is followed by a motion to the
11 Court of Appeal for leave to appeal, and if that motion is granted, an appeal proceeds which will

o-
-12 consume at least one full year. These proceedings might involve two or even three trials-a
N OI

~~3 segmented trial of the ~ssue of the validity of the agreement, a bifurcated trial on issues pertaining to
Ill 10
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..::I ;: Ill custody of the children (the parties are currently in mediation), and an overall trial on property
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r~~ division and support issues, which might not occur until after an appeal. A series of shorter trials is
rn 3..,~ o
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II: not efficient because it requires parties, counsel, and witnesses, to prepare multiple times, never
~ ~ !!: IL< <
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,.J.. 7 knowing when the matter will be actually heard, all of which increases costs. A series of trials also
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c ~ ~8 increases the chances that different judicial officers will become involved, which is inefficient
uz
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NO
because a subsequent judicial officer will need to review the entire file to be prepared to address the
.J
20 interrelationship between an issue previously determined and the issues remaining to be determined.
21 7. Mr. Clemens never discussed a Case Management Plan with Declarant.
22 Declarant first learned of this in El~'s moving papers. Declarant does not agree with this request.
23 DECLARANT'S DISCOVERY CONCERNS
24 8. Declarant's office has received significant discovery on a rolling basis, but
25 there is extensive documentation that has not yet been produced although most if it has been
26 requested. By way of example, Declarant's office only received the most recent financial statements
27
1
28 He says this even though Elon's accountants have already started this analysis per
Paragraph 12, below.
3
IN RE MARRIAGE OF MUSK DECLARATION OF MARSHALL S. ZOLLA
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1

and tax returns for SpaceX, Tesla Motors and SolarCity and has received little if any documentation
2 regarding Elon's 2008 or 2009 income for purposes of pendente lite child support, spousal support or
3 attomeys's fees. Such information is necessary because there is no current order for child support,
4 spousal support or attorneys' fees. Declarant has further received no documentation regarding
5 valuation of the parties assets either at the time the Postnuptial Agreement was signed or at the time
6 of enforcement. As a result, Declarant still needs to perform discovery as set forth more fully in the
7 Declaration of Jack Zuckerman, C.P.A and as briefly set forth below.
8 9. On March 30, 2009, at the hearing on Justine's Motions for Joinder of
9 SpaceX, Tesla Motors and SolarCity, Declarant raised with the Court Declarant' s concerns about
10 :fiduciary duties and discovery. Declarant's concerns, the court's and Mr. Clemens's response to
11 Declarant's discovery concern.s are as follows:

O-
-12 MR. ZOLLA: Mr. Musk, He's filed a motion that we were served with on Friday
N OI
~ ~3 where they are saying "We want to stay all discovery in this case." We're going to object to that. So
w '
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<~5014 this business of full cooperation, we need to be able to get in and get corporate records not through
..;i;:uioi1
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Mr. Musk but directly from the corporate entity.
!!CllSuio
i:: ..;i ..J :<: 11.
O,.;i~a:j6 THE COURT: You have that right. You can serve a subpoena on the company.
~ < !! < <
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Cl)"' >- CJ)l~1
ci:: ... a: MR. CLEMENS: They did, and it was complied with.
< ~ ::i w

~~ ~ ~8 THE COURT: I got the whole friendly subpoena stuff. I read it. All right.
OI z
~ ;J.9 (A true and correct copy of the Transcript of Proceedings, March 30, 2009, p. 22, lines 1-11, is
NO
..J
20 attached hereto, marked Exhibit 2, for which Declarant requests the Court to take Judicial Notice.)
21 10. On January 27, 2009, Jack Zuckerman sent Mr. Clemens a letter with
22 discovery requests. (See Declaration of Jack Zuckerman, C.P.A., filed concurrently herein, and Jack
23 Zuckerman's letter dated January 27, 2009 attached hereto, marked Exhibit 20 (account numbers
24 redacted for confidentiality).)
25 11. On February 6, 2009, Declarant received a letter from Elon's counsel stating
26 that "while he generally promote[s] accountant-to-accountant communication as a means to expedite
27 discovery, increasing efficienc~. and reducing the cost of litigation, the breadth and detail of the
28 document demand require that the lawyers communicate directly so that we can eliminate discovery
4
IN RE MARRIAGE OF MUSK DECLARATION OF MARSHALL S. ZOLLA
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1

that is wmecessary, unproductive and unduly expensive and get Justine's accountants what they
2 really need." Mr. Clemens further stated that a "vast majority of documents that Jack requested
3 relate to the issues that will be the subject of the tracing report that Gursey. Schneider & Co. has
4 been working on.'' (A true and correct copy of Mr. Clemens' letter dated February 6, 2009 is
5 attached hereto, marked Exhibit 3.)
6 12. On February 26, 2009, Declarant's office hand delivered a letter to Mr.
7 Clemens regarding discovery requests and a response to his February 6 letter. In that letter,
8 Declarant advised Mr. Clemens, that he was willing to defer our requests for documents in categories
'
9 1-47 and 50-51 based upon his representation that all of our requests will be addressed in the Gursey
10 Schneider LLP tracing report. Declarant requested a date upon which he would receive the tracing
11 report. Declarant sought clarification in several categories of documents and again requested certain

o-
-12 documents, including Elon's 2008 income, but Declarant has not received a response to this letter or
N Ol

~ ;)3 the documents. Mr. Clemens has not provided the tracing report, though he said it was coming. It
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o,..;j~c:j6 avoid the expense of tracing issues since there would be no need for them. (A true and correct copy
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13. On February 26, 2009 (at Justine's deposition), on March 9, 2009 (in a
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20 telephone conversation as to the Lakin Spears LLP retainer agreement), and again on March 30, 2009
21 (at the time of the joinder hearing), Declarant asked Mr. Clemens for additional documents that he
22 received from Lakin Spears LLP. Mr. Clemens stated that he would provide those documents. On
23 April 6, 2009, Declarant received some of the documents. Declarant believes there may be
24 additional documents which Declarant has not yet received.
25 14. In response to Mr. Clemens' statements that he facilitated discovery with the
26 coi:porations. Declarant has the following responses:
27 A. Prior to September 5, 2008, Declarant requested numerous documents
28 regarding SpaceX, Tesla Motors and SolarCity. In response, Elon's attorney suggested that "friendly
5
IN RE MARRIAGE OF MUSK DECLARATION OF MARSHALL S. ZOLLA
l:\WPDATAIMUSK\RD Bifurcation Motion\oppositionldecl.msz.wpd
1

subpoenas" be sent requesting the most recent income tax returns and financial statements.
2 B. On September 10, 2008, Declarant received a letter from Mr. Clemens
3 confirming that "friendly subpoenas" be sent and assuming no objection is interposed by any of the
4 three entities, he anticipated the requested documents would be provided promptly. (A true and
5 correct copy of Bruce Clemens' letter dated September 10, 2008 is attached hereto, marked Exhibit
6 5.)
7 c. On September 19, 2008, Declarant received another letter from Mr.
8 Clemens regarding the "friendly subpoenas." In that letter, Mr. Clemens advised sending the
9 subpoenas were the best means to facilitate the production of the requested documents from the
10 corporate entities. (A true and correct copy of Bruce Clemens' letter dated September 19, 2008 is
11 attached hereto, marked Exhibit 6.)

o-
-12 D. On September 23, 2008, Declarant provided Elon's attorneys with
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~ ;!13 subpoenas for SpaceX, Tesla Motors and SolarCity. (A true and correct copy ofDeclarant's letter
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20 the subpoenas to conform to the documents that he had and that would reduce the risk that there be
21 corporate delay or objection. (A true and correct copy of Bruce Clemens' letter dated September
22 23, 2008, redacted for privacy, is attached hereto, marked Exhibit 8.)
23 F. On September 24, 2008, Declarant re-issued the subpoenas by
24 narrowing the scope and only asking for the most recent tax returns and :financial statements. (A true
25 and correct copy of Declarant's letter dated September 24, 2008 is attached hereto, without
26 enclosures, marked Exhibit 9.)
27 G. On January 27, 2009, Justine's forensic accountant, Jack Zuckerman,
28 C.P .A., sent Elon' s forensic accountant, Rosemarie Reed, C.P .A. of Gursey Schneider LLP ., a letter
6
JN RE MARRIAGE OF MUSK DECLARATION OF MARSHALL S. ZOLLA
l:IWPDATA\MUSK\RD Bifurcatlon Motionlopposition\decl.msz.wpd
1

requesting corporate documents related to certain contracts to ascertain value of the corporate entity.
2 (See Exhibit 20.)
3 H. On February 6, 2009, Mr. Clemens responded to Mr. Zuckerman's
4 letter by sending a letter to Declarant. In that letter, Mr. Clemens advised that the documents
5 requested relating to SpaceX and Tesla are not documents personal to Elon and that such documents
6 belong to SpaceX and to Tesla respectively. He further stated "as we have stated in the past Elon
7 does not have authority as an individual to compel corporate entities to produce documents." He
8 further advised that "Elon does not speak for the entities and cannot control them. The entities have
9 counsel who speak for their 'interests. IfMr. Zuckerman seeks documents from any of the entities,
10 we suggest that you prepare subpoenas. Declarant presumes that the entities will respond to the
11 subpoenas as they determine appropriate. This is not a matter over which I have any influence." (See

o-
-12 Exhibit3.)
N OI

~~3 THE ISSUE OF THE VALIDITY AND ENFORCEABILITY OF THE POSTNUPTIAL


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discovery on this issue, which will include Special Interrogatories, Requests for Admissions and
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20 General Civil Form Interrogatories. Such discovery will also include depositions of third party
21 witnesses, including Elon's counsel, Robert Miller, the former Lakin Spears attorney, Sherrol
22 Cassedy, who drafted the Postnuptial Agreement, Lakin Spears whose office drafted the Postnupial
23 Agreement, and any witnesses to the signing of the Postnuptial Agreement. Such discovery will also
24 include the deposition of Justine's counsel that did not represent her in connection with the
25 Postnuptial Agreement and the deposition of Elon. Some of the third party witnesses are in Palo
26 Alto, California so Declarant or attorneys in his office will need to travel there to take depositions.
27 Declarant will also perform legal research. There may be additional discovery relating to this issue
28 for which Declarant is now unaware since Declarant has not yet prepared for this matter.
7
IN RE MARRIAGE OF MUSK DECLARATION OF MARSHALL S. ZOLLA
l:\WPDATAIMUSKIRDBifim:lllonMoUonloppolitlonldeclmsz.wpd
1 16.

Based upon Declarant' s experience litigating family law matters, Declarant
2 does not concur with Mr. Clemens' estimate of the fees and believes he underestimates them.
3 Declarant's fees to date are relatively similar to Mr. Clemens' fees, though Declarant's fees entail
4 putting together a comprehensive settlement proposal, but Mr. Clemens' fees do not.
5 17. As set forth in Elon's Income and Expense Declaration, dated February 10,
6 2009, served with his Prelimin!llY Declaration of Disclosure on February 12, 2009, Elon paid his
7 attorneys' fees and costs $159,184 and owes $105,598 as of October 20, 2008. Declarant does not
8 know what Elon's attorneys' fees are from October 2008 through the present, nor does Declarant
9 know what Elon has paid or owes to his forensic accountants from the inception of this case until the
10 present. Mr. Clemens' rates are also higher than Declarant's firms as his fees are up to $850 per
11 hour, compared to Declarant's at $695 per hour.

o-
-12 DECLARANT'S ATTEMPT TO MEET AND CONFER
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~ ~3 18. On January 27, 2009, Declarant sent Mr. Clemens a comprehensive settlement
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20 20. On February 12, 2009, Declarant sent a letter to Mr. Clemens advising that
21 Declarant thought it was premature to sever any issues at this stage of the proceedings. Declarant
22 stated that Declarant was willing to discuss the matter with him, including commencement and
23 completion of discovery regarding such bifurcated issues. (A true and correct copy of Declarant' s
24 letter dated February 12, 2009 is attached as Exhibit 11.)
25 21. On March 9, 2009, Declarant had a telephone conversation with Mr.
26 Clemens. Declarant advised him that Declarant thought about his proposal and that Declarant
27 disagreed with him. Declarant explained that Declarant would rather try this case once, not twice or
28 more. Declarant further stated that he could file his motion if he felt strongly about this, and we will
8
IN RE MARRIAGE OF MUSK DECLARATION OF MARSHALL S. ZOLLA
I:\WPDATAIMUSKIRD Bifu'"tion Motionlopposilion\decl.m!Z. wpd
1

have to let the court decide this one. Mr. Clemens advised that he would file a motion to bifurcate
I

2 and asked that Declarant hold off on corporate discovery until the motion is heard.
3 REQUESTS FOR PENDENTE LITE RELIEF
4 22. Justine retained the Law Offices of Marshall S. Zolla, A Professional
5 Corporation to represent her in connection with the pending marital dissolution proceeding.
6 23. For visual pm:poses and the Court's convenience, a chart of Justine's
7 attorneys' fees and accountants' fees as of March 31. 2009 (and Declarant's fees for April 1-16,
8 2009). explained more fully below. is set forth as follows:
9 TOTAL FEES INCURRED FEES OUTSTANDING
FEES PAID
10
Law Offices of Marshall S. Zolla, APC $283,437 $193,469
11 $476,906
($139,176 as of March 31,
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of $54,293 for April 1-16,
~ ;)3 2009)
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..:i;: ti) Ol'- Mitchell Silberberg & Knupp $19,150 $4,000
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$16,591
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)\ ~ ~ ~8 White, Zuckerman, Warsavsky, Luna, $94,133 $49,072


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Wolf & Hunt LLP
(forensic accountants)
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20 Total Attorneys' Fees Incurred: Total Attorneys' Fees Total Attorneys' Fees
$516,647 Paid: Outstandine:
21 $316,283 $199,154
Total Accountants' Fees Incurred:
22 $143,205 Total Accountants' Fees Total Accountants' Fees
Paid: Outstandine:
23 $94,133 $49,072
24
25 24. As represented in the chart above, as of March 31, 2009, Declarant' s firm has
26 been paid $283,437 in attorneys' fees and costs and is owed an additional $139,176 in attorneys' fees
27 and costs for professional services. During the period April 1 through April 16, 2009, Declarant's
28 firm is owed approximately $54,293. Justine's estate planning attorneys, Mitchell Silberberg &
9
IN RE MARRIAGE OF MUSK DECLARATION OF MARSHALL S. ZOLLA
I:\WPDATAIMUSK\RD Blfurcatlon Motlon\opposition\dccl.msz.wpd
1

Knupp have also been paid $19,150 in attorneys' fees and costs and are owed an additional $4,000 in
2 attorneys' fees and costs for professional services. Justine's tax planning consultants, Gipson
3 Hoffinan & Pancione, APC, have also been paid $13,696 in attorneys' fees and costs and are owed
4 an additional $2,895 in attorneys' fees and costs for professional services rendered. As a result, a
5 total of $316,283 in attorneys' fees and costs have been paid and an additional total sum of $199, 154
6 ($139,176 as of March 31, 2009 and approximately $54,293 for April 1 through April 16, 2009) of
7 Declarant's attorneys' fees are owed. Also, as represented in the chart above, as of March 31, 2009,
8 $94,133 has been paid and an ~dditional $49,072 is owed in forensic accountants' fees and costs with
9 Justine's forensic accountants, White, Zuckerman, Warsavsky, Luna, Wolf & HuntLLP.
25. Due to the complex issues involved in this case, including but not limited to,
the determination of the validity of the Postnuptial Agreement, valuation of SpaceX, Tesla Motors
and SolarCity, tracing issues, and custody issues, Declarant estimates that Justine will need to spend
at least an additional $250,000 in attorneys' fees and $175,000 or more in forensic accountants' fees.
As part of Justine's Opposition to this Bifurcation Motion, she is asking the Court to order Elon to
pay the fees owed as of April 16, 2009 of $200,000 ($199,154 rounded up) and an additional
$250,000 to Declarant's office, on account, for a total of$450,000 to enable Declarant's office to
properly represent and protect Justine Musk's interests in this case. She is also requesting $225,000,
including the outstanding balance, for her forensic accountants, White, Zuckerman, Warsavsky,
Luna, Wolf & Hunt LLP, on account, to perform the work necessary to properly prepare this matter
for trial.
COMPLEX ISSUES TO BE RESOLVED
26. Determination of the validity or invalidity of the parties' Postnuptial
23 Agreement entered into on March 10, 2000, which Justine contends is invalid for the reasons set
24 forth in the Response for Dissolution of Marriage filed with the Court on August 21, 2008.
25 27. A tracing and Pereira/Van Camp analysis of the parties' business interests in
26 SpaceX, Tesla Motors and SolarCity and other assets acquired during the marriage. Once an analysis
27 is prepared, the community property will have to be appropriately divided.
28 28. Child custody and visitation issues in this case may be complex given the
10
IN RE MARRIAGE OF MUSK DECLARATION OF MARSHALL S. ZOLLA
I:\WPDATA\MUSK\IU) Bllbn:atlOll Motloa\opposldon\docl.msz.wpd
I

parties' have five young minorchildren (twins and triplets) all under the age of six (6) years old, and

2 some of the children have special needs. Such issues may take a considerable amount of time and

3 professional effort to resolve. Although the parties are attempting to resolve these issues with David

4 Kuroda, if a custody evaluation is eventually ordered, third party depositions and third party

5 deposition subpoenas may be necessary.

6 29. Issues of spousal support and child support must also be determined. Such a

7 determination requires accurate, current and updated and complete information about Elon Musk's

8 income and cash flow from all sources. There is a Stipulation re Retroactivity of Spousal Support

9 and Child Support and Order Thereon filed with the Court on November 20, 2008.

10 WORK PERFORMED ON JUSTINE MUSK'S BEHALF


30. Thus far, Declarant's office has performed the following tasks on Justine

Musk's behalf:

A. Conducted discovezy by serving the following discovezy requests on

Petitioner. Elon Musk:

(1) Feldman-type letters requesting documentation from our office


and Jack Zuckerman's office dated June 26, 2008 and January 27, 2009.

(2) Deposition Subpoena for Production of Business Records to

Elon Musk, clo Space Exploration Technologies Corporation dated September 24, 2008.

(3) Deposition Subpoena for Production of Business Records to

Elon Musk, c/o Tesla Motors, Inc. dated September 24, 2008.

(4) Deposition Subpoena for Production of Business Records to

22 Elon Musk, clo SolarCity Corp. dated September 24, 2008.

23 B. Reviewed Petitioner. Elon Musk's discovezy requests and served the

24 following discovezy responses on behalf of Respondent. Justine Musk:

25 (1) Notice of Deposition of Respondent Jennifer Justine Musk.

26 (2) Respondent, Jennifer Justine Musk's Objections to Notice of

27 Taking Respondent's Deposition and Notice to Produce Documents served on February 23, 2009.

28 Ill
11
IN RE MARRIAGE OF MUSK DECLARATION OF MARSHALL S. ZOLLA
l:\WPDATAIMUSK\RD Bifurcation Motion\oppositlonldecl.1111Z.wpd
1
c.

Filed Motions for Joinder and an Ex Parte AP,Plication concerning
2 child custody issues. including:
3 (1) Motion for Joinder of SpaceX filed on January 27, 2009 set for
4 hearing on March 30, 2009.
5 (2) Motion for Joinder of Tesla Motors filed on January 27, 2009
6 set for hearing on March 30, 2009.
7 (3) Motion for Joinder of SolarCity filed on January 27, 2009 set
8 for hearing on March 30, 2009.
(4) Respondent's Request to Take Judicial Notice filed on January
27, 2009.
(5) File Reply Briefs on the Motions for Joinder.
(6) Ex Parte Application for a Protective Order preventing

Petitioner, Elon Musk, from deposing the parties' five nannies heard on October 31, 2008.
D. Prepared for and attended the depositions of the parties' nannies (i.e..
Stacy Edwards on October 31. Krisztina Rozsos on November 7. Beth Lipscomb on November 7.
and Jessica Taylor on November 11.

E. Prepared for and attended Justine Musk's deposition taken on Februm:y


26. 2009 (regarding only the Joinder Motions and draft Prenuptial Agreement and Postnuptial

Agreement.)
F. Attended the three (3) hearings on Motions for Joinder.
G. Attended. prepared. reyiewed. and reyised various Stipulations for
22 filing with the Court. including:
23 (1) Stipulation re Retroactivity of Spousal Support and Child
24 Support and Order Thereon filed with the Court on November 20, 2008.
25 (2) Stipulation and Protective Order filed with the Court on
26 September 10, 2008.
27 (3) Stipulation re Continuance of Hearing on Respondent's
28 Motion re Joinder of Space Explorations Technologies Corporation; Tesla Motors; and SolarCity
12
IN RE MARRIAGE OF MUSK DECLARATION OF MARSHALL S. ZOLLA
I:\WPDATAIMUSK\RD Bllbrclllon Motlon\oppolfdon\ded.msz.wpd
1 Corporation.

2 (4) Draft and unsigned Stipulation for Evidence Code Section 730

3 Evaluation Appointment and Payment of Evaluation and Order Thereon.

4 (5) Draft and unsigned Stipulation re Date of Separation.

5 (6) Draft and unsigned Stipulation and Order Re: Temporary

6 Custody.

7 H. Reviewed Elon Musk's Preliminary Declaration of Disclosure served

8 on February 12. 2009.

9 I. Prepared Justine's Income and Expense Declaration.

10 J. Drafted a global settlement letter to Bruce Clemens, Esq. on January

11 27. 2009 (to which Declarant's office has not received a meaningful response).

o-
-12 K. Numerous meetings with Justine Musk. her forensic accountants. her
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~~3 estate planning attorneys, her tax counsel, and her immigration counsel relative to this case.
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..:l;:ui<n1 L. Numerous telephone conversations with Justine Musk, her forensic
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M. Engaged in extensive correspondence and telephone communication
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with Elon Musk's counsel.

~NO~9 N. Sent numerous letters to Lakin Spears, LLP and Sherrol Cassedy.
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20 0. Had numerous communication with David Kuroda, the custody

21 mediator, to tty and resolve cu~tody related issues.

22 . WORKTHATMUSTBEDONE
23 31. In order to complete work on Justine Musk's behalf and prepare her case for

24 trial, Declarant's office must do the following:

25 A. Defend Justine Musk's deposition (she was deposed on February 26,

26 2009 regarding the Joinder Motions, draft Prenuptial Agreement, and Postnuptial Agreement);

27 B. Prepare for and take Elon Musk's deposition.

28 c. Prepare for and depose as a third-party witness Sherrol L. Cassedy,


13
IN RE MARRIAGE OF MUSK DECLARATION OF MARSHALL S. ZOLLA
l:\WPDATA\MUSKIRD Bifurcation Motion\oppositionldecl.msz.wpd
1

Esq., the attorney formerly employed by Lakins Spears who drafted the Postnuptial Agreement.
2 D. Prepare for and depose as a third-party witness Robert Miller, Esq.,
3 Elon Musk's consulting attorney for the draft Prenuptial Agreement.
4 E. Prepare for and depose as a third-party witness Lakin Spears LLP,
5 whose office drafted the Postnuptial Agreement.

6 F. Prepare for and depose as a third-party witness Stephen Peters, Esq.,


7 Justine's consulting attorney for the draft Prenuptial Agreement, not the Postnuptial Agreement.
8 G. Prepare for and depose any third parties that were present when Justine
9 signed the Postnuptial Agreement.
H. Prepare subpoenas and propound discovery to SpaceX, Tesla Motors,
and SolarCity.
I. Prepare for and depose as a third-party witness Mary Beth Brown,
Elon Musk's personal assistant regarding custody and financial issues.
J. Prepare Requests for Admissions, Special Interrogatories, General
Civil Form Interrogatory No. 17, and other related discovery to Elon Musk.
K. Prepare for and depose as a third-party witness Talulah Riley, Elon

Musk's financee regarding visitation, lifestyle and financial issues.


L. Attend office conferences with Justine Musk, her forensic accountants,
other counsel and/or consultants that may be involved in this case, and lay and expert witnesses.
M. Organize and prepare appropriate documents and notebooks for trial.
N. Prepare a Mandatory Settlement Conference Statement and Trial Brief,
22 and prepare and serve all documents required by the Court for those proceedings.
23 0. Perform all services necessary to make a final determination of the
24 following issues:
25 (1) Determination of the validity of the Postnuptial Agreement.
26 (2) Tracing and Pereira/Van Camp analysis.
27 (3) The amount of permanent child and spousal support based on

28 Elon Musk's gross cash flow.


14
IN RE MARRIAGE OF MUSK DECLARATION OF MARSHALL S. ZOLLA
f:IWPDATAIMUSK\RD Bifur<ation Motion\opposition\dccl.msz.wpd
1
(4)

Custody and visitation of the five young minor children.
2 (5) Identification and characterization of the parties' assets and
3 debts.
4 (6) Identify any breach of fiduciary duty claims or violation of the
5 Automatic Temporary Restraining Orders.
6 (7) Identify the appropriate division of property between the
7 parties.
8 (8) Prepare for a lengthy and complex trial.
9 RECENT CORRESPONDENCE REGARDING ATTORNEYS'
10 AND ACCOUNTANTS' FEES AND COSTS
11 32. On March 10, 2009, Declarant wrote a letter to Elon's attorney advising: "[a]t

0 ..
-12 this time, in light of the anticipation of increased activity in this case, we request that our fees be kept
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current on a monthly basis. We will send you a letter at the beginning of each month advising you of
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$10,504.19 for January [our January 27 letter requesting fees as of January 21 was written prior to
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:finalizing our January bill] and $72,440.98 for fees incurred during the month of February, which
:2 ~ E~8 includes time for preparation of the Joinder Motions, ongoing custody issues and Justine's
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deposition.
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20 B. The sum of $13,696 for Mr. Gipson's outstanding consulting fee.
21 c. The sum of $33,260.02, which comprises Jack Zuckerman's remaining
22 outstanding fees and February 2009 fees of $18,296.SO. (A true and correct copy ofDeclarant's
23 March 10, 2009 letter is attached as Exhibit 12.)
24 33. On March 24, 2009, Declarant received a letter from Elon's attorney stating he
25 would respond soon concerning the additional fee request contained in Declarant' s March 10, 2009
26 letter. (A true and correct copy of Bruce Clemens' March 24, 2009 letter is attached as Exhibit 13.)
27 34. On March 27, 2009, Declarant received another letter from Elon's attorney
28 stating "I am aware that we have not yet responded to your March 10, 2009 letter, which requests an
15
INRE MARRIAGE OF MUSK DECLARATION OF MARSHALL S. ZOLLA
I:\WPDATAIMUSKIRD Blfllrcatlon Mo~on\opposfdonldecl.msz.wpd
1

additional advance of attorneys fees. I do not want you to think that Elon' s motion is a signal that he
2 will not be paying the fees requested in your March 10, 2009 letter. As I stated in my letter of March
3 24, 2009, we are still considering your request and we will provide a definitive response soon." (A
4 true and correct copy of Bruce Clemens' letter dated March 27, 2009 is attached as Exhibit 14.)
5 35. On April 3, 2009, Declarant sent another letter to Elon's attorney stating "[i]f
6 Mr. Musk is going to pay the fees requested in our March 10 letter, we need a check to keep our
7 account current. If he is not going to pay our fees, please so indicate and we will file the appropriate
8 application with the Court, without further delay. Advising 'us that our request is "under
9 consideration," as you did in your March 27 letter and as you again told us in Court on March 30,
10 serves only to delay and does not enable us to keep our account current." (A true and correct copy of
11 Declarant's April 3, 2009 letter is attached as Exhibit 15.)

o-
-12 36. On Aprif 7, 2009, Declarant received a letter from Elon's counsel stating that
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~ ;:J.3 Elon would pay $41,205 toward Declarant's office's outstanding balance but did not want to pay for
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37. Based on the aforementioned facts, Declarant respectfully requests that the
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20 Court make an appropriate award of attorneys' fees and costs in favor of Respondent, Justine Musk,
21 in the amount of $450,000, which includes the outstanding balance of $200,000, to be deposited on
22 account with the Law Offices of Marshall S. Zolla, A Professional Corporation. Declarant's current
23 hourly rate for services rendered in this case is Six Hundred Ninety Five Dollars ($695) per hour.
24 The hourly rates ofDeclarant's attorneys for services rendered in this case ranges from Three
25 Hundred Seventy-Five Dollars ($375) per hour to Six Hundred Ninety Five Dollars ($695) per hour.
26 Copies ofDeclarant's office's redacted bills reflecting the work performed to date can be submitted
27 to the Court upon request from the Court.
28 II I
16
IN RE MARRIAGE OF MUSK DECLARATION OF MARSHALL S. ZOLLA
l:\WPDATA\MUSKIRD Bifilrcotion Motionlopposltionldccl,msz.wpd
1 38.

It is further respectfully requested that the Court make an award of forensic

2 accountant's fees in favor of Respondent, Justine Musk, in the amount of $225,000, which includes
3 her outstanding balance of $49,000, to be deposited on account with her forensic accountants, White,
4 Zuckerman, Warsavsky, Luna, Wolf & Hunt LLP.
5 I declare under penalty of perjury under the laws of the State of California that the

6 foregoing is true and correct.


7 Executed on April)L 2009, at Los Angeles
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IN RE MARRIAGE OF MUSK DECLARATION OF MARSHALL S. ZOLLA
I:IWPDATA\MUSKIRD Bililrcallon Motion\opposlllonldccl.mu.wpd
1
DECLARATION OF JACK ZUCKERMAN, C.P.A.

2 I, JACK ZUCKERMAN, C.P .A., declare as follows:

3 1. I am a certified public accountant and senior partner in the accountancy firm

4 of White, Zuckerman, Warsavsky, Luna, Wolf & Hunt LLP ("Firm"), whose principal offices are

5 located at 14455 Ventura Boulevard, Third Floor, Sherman Oaks, California 91423-2606.

6 Respondent, Jennifer Justine Musk, ("Justine") retained our Firm in the capacity of forensic

7 accountants. I submit this Declaration in support of Justine's Opposition to Petitioner, Elon Musk's

8 ("Elon") Motion for Bifurcation of Postnuptial Agreement and Other Relief.

9 MY QUALIFICATIONS

10 2. The Firm's primary area ofpractice consists ofaccounting and appraisal litigation

11 services. I personally have been involved in this area of public accounting for over twenty-eight years,

o-
-12 during which time I have testified in family law courts over two-hundred times. (A true and correct
N Ol

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copy of my Qualifications, summarizing my educational background, professional experience,
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<~;014 publications, professional speaking, and bar association activities, is attached as Exhibit 17.)
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20 D. An analysis of the parties' gross income and cash flow; and
21 E. An estimate of fees for work to be done.
22 BRIEF SUMMARY OF DOCUMENT REQUESTS
23 4. I need the documents requested, more specifically summarized below, in my letter

24 dated January 27, 2009, and my firm's email of March 16, 2009 (see Exhibits 20 and 21 referred to

25 below). I need these documents to analyze Elon's gross cash flow available for child support and

26 spousal support. I also need the documents and information requested to analyze the Gursey Schneider

27 LLP Marital Standard_, of Living Analysis. In addition to the documents requested in my firm's

28 correspondence and that of Justine's counsel, dated February 26, 2009, Exhibit 4, I also set forth below
1
IN RE MARRIAGE OF MUSK DECLARATION OF JACK ZUCKERMAN, C.P.A.
l:\WPDATAIMUSKIRD Birurcation Motion\opposition\decl.jz.final.wpd '
1

additional documents needed. These additional documents reflected in my January 27, 2009 letter
2 pertain to the validity or invalidity of the Postnuptial Agreement, to the extent and value ofElon's assets
3 presently, which are relevant to that issue and attorneys' fees and support. I also will need documents
4 ~the validity or invalidity of the Postnuptial Agreement at around the time the Agreement
5 was entered (which documents, appraisals and disclosures are not included in the list below.) I further
6 will need additional documents not referenced in my January 27, 2009 letter or counsel's February 26,
7 2009 letter regarding Elon's cash flow available for child support and spousal support.
8 INFORMAL DISCOVERY REQUESTS AND ELON'S RECENT LIMITATION ON
9 ACCOUNTANT TO ACCOUNTANT COMMUNICATION
10 5. On December 29, 2008, I sent Elon's accountant, Rosemarie Reed, C.P.A. of
11 Gursey Schneider LLP. a letter requesting specific documents related to Gursey Schneider LLP's

o-
-12 ("Gursey") Marital Standard of Living Analysis for the 18 months ending June 30, 2008. I requested
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~ ~3 these documents in order to thoroughly review Gursey' s analysis. (A true and correct copy of my letter
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,5 6. On January 27, 2009, Ms. Reed sent me a letter in response to my request. (A
O,.;i~a:j6 true and correct copy of Rosemarie Reed's letter, without enclosures, is attached as Exhibit 19.)
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20 of any retirement assets; (c) to ascertain the value of the family residence; (c) to detennine the existence
21 and value of all personal property; (d) to detennine the existence of insurance coverage; (e) to update
22 infonnation regarding the Preliminary Declaration of Disclosure; (f) to detennine the parties' liabilities
23 at the date of separation and presently; (g) to determine the source and character of investments in
24 various partnerships; (h) to determine ownership interest in entities; (i) to determine Elon's current
25 income and cash flow; and G) to perform business valuations of SpaceX, Tesla, SolarCity and Perquest,
26 Inc. (A true and correct copy of my letter is attached as Exhibit 20.)
27 8. On February 6, 2009, Bruce Clemens responded to Justine's counsel, Marshall
28 S. Zolla, rather than to me, as explained in Paragraph 12 of the Declaration of Marshall S. Zolla. In
2
IN RE MARRIAGE OF MUSK DECLARATION OF JACK ZUCKERMAN, C.P.A.
l:\WPDATA\MUSK\RD Bifilrcation Molion\opposition\dccl.jz.final.wpd
1
I

Bruce Clemens' letter dated F~bruary 6, 2009, Mr. Clemens advised that he did not respond to items
2 1 through 45 of my letter because he wanted me "to waif' for the Gursey tracing report and work
3 backwards. I have not yet received the Gursey tracing report. I also have not received many of the
4 documents requested in my January 27, 2009 letter.
5 9. On March 16, 2009, Jennifer Magnes of my firm sent an email to Michael Yeh,
6 Elon's accountant, with questions regarding the Gursey Schneider LLP Marital Standard of Living

7 Analysis. (A true and correct copy of her email is attached as Exhibit 21.)
8 10. On March 27, 2009, my office was for the first time advised that the document

9 requests need to go through counsel. I was unable to obtain the documents and responses to the
10 questions set forth in the March 16 email. To date, I have received no response to this request.
11 ADDITIONAL DISCOVERY NEEDED
11. Items 73-78 [numbers of requested items follow from my January 27. 2009
letter] listed below are reguests for documents that are required for Tesla Motors, Inc., Space X and
SolarCity and Perquest, Inc. The documents requested for Tesla Motors, Inc., Space X and SolarCity
and Perquest, Inc. that I need are as foHows:
Item No. .Pocuments Requested
73. Compiled, reviewed and audited annual fmancial statements, including
balance sheets and income statements:

a. For the years 2004 through 2006, 2008 and any interim
.financial statements for 2009 year to date for SolarCity, Inc.
b. For the year 2008 and any interim financial statements for 2009
22 year to date for Tesla Motors, Inc.
23 c. For the year 2004 through 2006, 2008 and any interim financial
24 statements for 2009 year to date for Space Exploration Technologies, Corp.
25 d. For the year 2004 through 2008 and any interim financial
26 statements for 2009 year to date for Perquest, Inc.
27 Ill
28 Ill
3
IN RE MARRIAGE OF MUSK DECLARATION OF JACK ZUCKERMAN, C.P.A.
I:\WPDATAIMUSK\RD Bifurcation Motionlopposition\decljz.flnal.wpd
1
74.

All U.S., California and other state and foreign income tax returns:
2 a. 2004, 2005 and 2008 Tesla Motors, Inc. Corporation Tax
3 Return.
4 b. 2004, 2005 and 2008 Space Exploration Technologies
5 Corporation S Corporation Tax Returns.
6 c. 2004 through 2006 and 2008 SolarCity, Inc. Tax Returns
7 d. 2,004 through 2008 Perquest, Inc. Tax Returns
8 75. Annual general ledgers and journals for the fiscal years ending in 2007

9 and 2008 and an interim general ledger and journal for the period January 1, 2009 through the date of
10 production.
11 76. All CPA work papers used for the preparation of income tax returns

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-12 and financial statements for the years 2008 to the present.
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'.:~3 77. Access to paid bills and invoices from January 1, 2007 to the present.
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12. I thoroughly inspected Elon's Preliminary Declaration of Disclosure, dated
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~~9 Disclosure. The parties' largest investments are Space Exploration Technologies Corporation
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20 (SpaceX), Tesla Motors, Irie. (Tesla) and SolarCity Corporation (SolarCity). Elon Musk materially
21 participates in all three companies. The value of the parties' three largest investments alone looks to
22 be in excess of $500 million.
23 Other Liguid and Non-Liguid Assets
24 13. Elon Musk's February 12, 2009 Schedule of As.sets and Debts, as part of his
25 Preliminary Declaration of Disclosure, reflects net values for the asset groups set forth below. As
26 noted below, over $10 million are liquid assets held in stocks and bonds.
27 Stocks, Bonds, Etc. $10,279,878
28 Household Furniture 1,108,800
4
IN RE MARRIAGE OF MUSK DECLARATION OF JACK ZUCKERMAN, C.P.A.
l:IWPDATA\MUSKIRD Bifurcation Motionlopposition\decl.jz.flnal.wpd
1
Vehicle, Boats, Trailers
18,248,704
2 Accounts and Notes Receivable 2,774,721
3 Non-Operating Business Interests 6,753,573

4 Total $39, 165,676

5 14. Elon's Preliminary Declaration of Disclosure places no value on the parties'


6 residence on Bel Air Place that was purchased in July 2003 at a cost of $5,425,000. Improvements
7 of at least $1.1 million have been made to the residence during the period January 1, 2007 through
8 June 30, 2008, according to the Gursey Schneider, LLP Marital Standard of Living Analysis.
9 GROSS INCOME AND CASH FLOW AVAILABLE

15. Justine is not seeking a formal award of temporary child support and spousal
support at this time because Elon is paying for most of her and the children's expenses. This
information is included to educate' the Court about the complexity of this case, the income and
expenses of the parties and the children as well as their marital lifestyle.
16. Attached hereto and incorporated herein as Exhibit 22 is my report of Gross
Income and Cash Flow Available for Support. My analysis is based on Elon' s income and cash flow
for the years 200~, 2006 and 2007 as reflected on his income tax returns for those years which he
filed using the status of "Married filing separately." In each of those years, the tax returns indicate
substantial capital gains income. The tax returns and the additional documentation upon which I
relied in preparing the Gross Cash Flow report is listed in the "Foundation" section of this
Declaration. [Paragraph 20 below.] Elon's average monthly income for the 3 years ended December
31, 2007 is $1,654,926 as summarized and explained in Exhibit 22.
17. I estimated a sayings component to be included in the determination of the
23 marital standard by summarizing just the major investments made during the marriage and dividing
24 111
25 Ill
26 Ill
27 Ill
28 Ill
5
IN RE MARRIAGE OF MUSK DECLARATION OF JACK ZUCKERMAN, C.P.A.
I:\WPDATAIMUSK\RD Bifurcation Motion\opposition\decl.)z.flnal.wpd
DANIEL J, JAfFEt*
BRUCE A. CLEMENS*U
WILLIAM S. RYDEN"
JAFFE AND CLEMENS
LAWYERS
433 NORTH CAMDEN DRIVE, SUITE I 000
'TELEPHONE
13101 !5:50-7477

DAVID M. LUBOFF" 6EVERLY HILLS, CALIFORNIA Q02 IO FACSIMILE


CHARLES K. WAKE 1310l 2718313
NANCY BRADEN-PARKER
STEPHANIE M. BARNETT LORNA A. RIFF, C.P.A.
TODD A. MARON
ROBERTW. SfANLE.Y*" OF COUNSEL
SANDRA P. MENDELL MARK E. MAHLER
FRISCO FA'YER JUDmt N. JASON
Cl!RllflED SP!:CIALIST IN P'AMILY LAW
CAUl'ORNIA BOARD OP' LEGAL
SPtCIALIZA110N
November 18, 2009
t A PROl'ESSIONAL CORPORAnOH
t nu.ow, AMERICAN ACADEMY
OF MA1RIMONIAL LAWl'EAS
ALSO ADMITIED 'It> PRAC'l1C IN
GEORGIA

VIA EMAIL THIS LETTER IS NOT SUBJECT TO


MEDIATION CONFIDENTIALITY

Marshall S. Zolla, Esq.


Marshall S. Zolla, a Professional Corporation
2029 Century Park East, Suite 1020
Los Angeles, California 90067

Re: Marriage of Musk

Dear Marshall:

REQUESTS FOR ADM~SSION AND CONTENTION INTERROGATORIES

I received today Respondent's responses to Petitioner's requests for admission (set


no. one} and Respondent Jennifer Justine Musk's answers to form Interrogatories
(general}, set no. one, propounded by Petitioner, Elon Musk.

The vast majority of responses to the requests for admission are a patent evasion.
In the majority of instances, objections have been Interposed with no basis in law or fact.
Even though Justine gave an unqualified admission to only a relatively small number of
the requests for admission, she gave only three answers in response to Interrogatory
no. 17.1. There Is no issue as to objections to the Interrogatories. Since Justine
Interposed no objections to the Interrogatories, any objections that she might otherwise
have asserted are waived.

Justine has refused to admit or deny requests for admission regarding the most
fundamental Issues In this case. She has not Identified a single fact, a single document
or a single person that she claims will support her contentions.

This Is an abuse of the discovery process. The responses to the requests for
admission and the Interrogatories would constitute bad faith In and of themselves, but the

;:itHIB1T _<i
__
JAFFE AND CLEMENS
LAWYERS

Marshall S. Zolla, Esq.
November 18, 2009
Page2

bad faith is compounded by the positions that you previously have taken in discovery. As
just one example, I note Mara Berke's letter of November 3, 2009, in which she argued that
Elon had no right to obtain from Justine, by means of the demand for production of
documents that had been served on her, those documents that supported her contentions.
She went on to state:

"Elon has now served his requests for Admissions and Form
Interrogatories-Genera/, Set One, which are the appropriate method to seek
these types of responses. We suggest that rather than seek a Motion to
Compel on this issue, you defer this to the appropriate discovery method
which is outstanding."

At the time that Mara made that statement, she presumably knew that Justine had
absolutely no intention of identifying a single document in connection with the requests for
admission or the Judicial Council form interrogatories, even though Mara acknowledged
that Elon had used the appropriate method to obtain the identification of the documents
that support Justine's contentions. Regardless of whether Mara knew that Justine would
not be identifying a single document when- she made the statement in her letter of
November 3, your firm had to have been aware of Mara's representation when it was
preparing the responses to requests for admission and the responses to Judicial Council
form interrogatories.

This is but one example of the bad faith that pervades virtually every page of
Justine's latest discovery responses. Her responses are stonewalling, pure and simple.

That Justine would continue to engage in this type of stonewalling is all the mare
appalling in light of the comments that Judge Meisinger made regarding Justine's
response to the demand for production of documents at the hearing on Justine's most
recent order to show cause:

"And I'm not particularly impressed, Mr. Zolla, by your response to


what appears to me to be legitimate discovery demands or the making of
boiler plate objections across the board even to the point of arguing burden
in the production of a single document.

"That shows to me that somebody is acting reflexively and not looking


at the substance of the matter."

It is impossible for Elon adequately to prepare for trial or to engage in expert


discovery If this egregious and inexcusable stonewalling continues. Given the proximity
of trial and of expert discovery, we no longer have the luxury of engaging in an exchange
of lengthy meet-and-confer letters. We need a prompt commitment by Justine to provide
meaningful and legally sufficient responses in a short time frame.
JAFFE AND CLEMENS
lAW'l'ERS

Marshall S. Zolla, Esq.
November 18, 2009
Page3

Therefore, I request that you contact me to schedule a time for us to meet and
confer, either telephonically or in person. I am available to meet and confer with you on
any of the following dates and times:

Thursday, November 19, 2009 After 1:30 p.m.

Friday, November 20, 2009 All day


Monday, November23,2009 After 1:30 p.m.
'
Tuesday,Novernber24,2009 All day
. '

I request that you contact me by tomorrow, November 19, 2009, to notify me which
of these dates is best for you.

RECONVENING JUSTINE'S DEPOSITION

We did not conclude Justine's deposition at the last session of that deposition. We
agreed that we would reconvene the deposition. I propose that we reconvene Justine's
deposition on November 24 and November 25, 2009. Although I do not agree that
Justine's deposition be limited to one-half-day sessions, you have told me that Justine no
longer can participate in full-day sessions. Therefore, in an effort to complete her
deposition, I propose to reconvene the deposition over the course of two days.

You probably noted that November 24 has been proposed both for purposes of
Justine's deposition and for purposes of meeting and conferring regarding her latest
discovery responses. To the extent that Justine's deposition is taken either in the morning
or in the afternoon, we can use the remaining portion of the day to meet and confer.

I look forward to your prompt response.

B uce A. Clemens
of JAFFE AND CLEMENS

BAC/ps

cc: Elon Musk


Len Meyberg, Esq.
F:\CLIENT\MUSEL\LETTERIMZxB1119.wpd
JAFFE AND CLEMENS TELEPHONE
DANIEL J. JAFFE*t* LAWYERS (310) 550-7477
BRUCE A. CLEMENS*t* 433 NORTH CAMDEN DRIVE, SUITE 1000
WILLIAM S. RYDEN* BEVERLY HILLS, CALIFORNIA 00210
DAVID M. LUBOFF* FACSIMILE
(310) 2.718313
CHARLES K. WAKE
NANCY BRADEN-PARKER
LORNA A. Rlf'f", C,F'.A.
STI:F'HANIE M. BARNE'IT
TODD A. MARON
ROBERTW. STANLEY** OF COUNSEL
SANDRA P. MENDELL MARK E. MAHLER
JUDITH N. JASON
FRISCO FAYER
' CERTIFIED SPECIALIST IN FAMILY LAW
CAUF'DRNIA BOARD Of' LEGAL November 19, 2009
SPECIALIZATION
1 A PROFESSIONAL CORPORATION
* FELLOW, AMERICAN ACADEMY
01" MA'l'RIMONIAL LAWY!:RS
"ALSO AOMrm::D TD PRACTICE IN
Gl:ORGIA

VIA E-MAIL

Marshall S. Zolla, Esq.


Marshall S. Zolla, a Professional Corporation
2029 Century Park East, Suite 1020
Los Angeles, California 90067

Re: Marriage of Musk


Dear Marshall:

This letter confirms my recent telephone conversation with your assistant, Lynn.
Lynn stated that you were not available on November 24 and 25, 2009, for deposition or
meet and confer, but that you are available on December 2 and 7, 2009.
I called Lynn and accepted your proposed dates. Specifically, Justine's deposition
will be set on December2, and 7, 2009, to commence at 9:00 a.m. unless you and I agree
to a different start time.

After the conclusion of Justine's deposition on December 2, 2009, we will meet and
confer concerning discovery requests.

I have in mind your prior deposition restriction which is that Justine will not sit for
more than one-half day depositions as opposed to all-day depositions. Therefore, the
expectation is that her depositions will end around 3.5 to 4 hours after they begin although
this early ending is over my objection.

BAC/ecs
cc: Elon Musk
F:\CLIENnMUSEL\LETTERIMZB199.wpd
JA.FFE AND CLEMENS TELEPHONE
DANIEL .J .JAFFEt* LAWYERS (31 O> 15!5<>7477
BRUCE A. CLEMENS*t* 433 NOR"TH CAMDEN DRIVE, SUITE 1000
WILLIAM S. RYDEN* FACSIMILE
BEVERLY HILLS, CALIFORNIA 90210
DAVID M. LUBOFF" <310) 2718313
CHARLES K. WAKE
NANC'f BRAOENPARKER LORNA A. RIFF', C.P.A.
STEPHANIE M. BARNETT
TODD A. MARON OF COUNSEL
ROBERT W. SfANLEYu MARK E. MAHLER
SANORA P. MENDELL .JUDITH N. JASON
FRISCO FAYER
CER!lflED llPl!:CIALISI' IN FAMILY I.AW
CALIFORNIA BOARD OF 1.mA1. November 30, 2009
SPECIALIZA'llON
t A PROl'DSIONAI.. CORPORATION
.t FELi.OW, AMl!:RICAN ACADOff
01' MATRIMONIAL LAW11!:RS
ALSO ADMma> TO PRACllCE IN
GEORGIA

VIA FAX

Marshall S. Zolla, Esq.


Marshall S. Zolla, A Professional Corporation
2029 Century Park East, Suite 1020
Los Angeles, California 90067
Re: Marriage of Musk
Dear Marshall:
On November 25, 2009, your assistant, Lynn, called Erika and stated that you need
to cancel the next session of Justine's deposition and our meet-and-confer discussion
relating to Justine's responses to Elon's discovery requests, both of which were scheduled
for December 2, 2009. Lynn conveyed your request that we Instead have an all-day
deposition for Justine on December 7, 2009, and that we also use that day to conduct our
meet-and-confer discussion.
I agree to your requested change with the understanding that the deadlines set forth
in David's letter of November 24, 2009, shall be adjusted as follows:
1. November 24, 2009: Last day to serve requests for admission, inter-
rogatories and demands for production of docu-
ments
(No change)
2. December 24, 2009: Deadline to complete non-expert discovery
(No change)
3. January 22, 201 O: Deadline to complete expert witness depositions
Last day to have discovery motions heard for
matters other than expert witness discovery

(Changed from January 8, 2010)

-:--J.U
''-' i BIT .0
JAFFE AND CLEMENS
U\WfERS

Marshall S. Zolla, Esq.


November 30, 2009
Page 2

4. January 27, 2010: Last day to have discovery motions heard for
expert witnesses

(Changed from January 13, 2010)


1
These changes are consistent with David's November 24 h letter, which stated that
we might have to reschedule certain deadlines if those deadlines are impacted by the
rescheduling of the meet-and-confer session or of the reconvening of Justine's deposition.

Please confirm that we are in agreement. Please also confirm that Justine's
deposition shall commence at 9:30 a.m.

Bruce A. lemens
of JAFFE AND CLEMENS

BAC/sr

cc: Elon Musk


F:\CLIENT\MUSEL\LETTER\MZ-8309.wpd
- ----- - -- -- - -- - - - - - -- - - - - - - - - - -- - --

DANIEL J. JAFF'E*H
JAFFE AND CLEMENS TELEPHONE
BRUCE A. CLEMENS .. H
LAWYERS <310) 550-7477
433 NORTH CAMDEN DRIVE, SUITE 1000
WILLIAM S . RYDEN *
BEVERLY HILLS, CALIFORNIA 902 10 FACSIMILE
DAVID M. LUBOFF*
C3 10l 27 1-8313
CHARLES K. WAKE
NANCY BRADEN-PARKER LORNA A. RIFF, C.P.A.
STEPHANIE M. BARNETT
TODD A. MARON
OF' COUNSEL
ROBERT W_ STANLEY'*"
MARK E. MAHLER
SANDRA P. MENDELL
JUDITH N. JASON
FRISCO FAYER
CERT11'1ED SPECIALIST IN FAMILY LAW
CALIFORNIA BOARD OF LEGAL December 30, 2009
SPECIALIZATION
t A PROFESSIONAL CORPORATION
f FELLOW, AMERICAN ACADEMY
OF MAlRIMONIAL LAWYERS
*'ALSO ADMITIEO TO PRACTICE IN
GEORGIA

VIA FAX

Marshall S. Zolla, Esq.


Deborah E. Zolla, Esq.
Mara Berke, Esq.
Marshall S. Zolla, A Professional Corporation
2029 Century Park East, Suite 1020
Los Angeles, California 90067
Re: Marriage of Musk
Dear Marshall, Debbie and Mara:
I tried calling you earlier, but I was told that all of you were in a meeting.
Yesterday, you received a service copy of our motion to compel further responses
to our requests for admission and form interrogatories. The hearing date that we received
is February 9, 2010. Since we have not yet completed our discussion concerning various
deadlines, the deadline for hearings on discovery motions currently remains
January 22, 2010. In order to solve this problem, we request your agreement that the
deadline for hearings on discovery motions be extended to February 9, 2010.
Please let me know whether you agree. In the unlikely event that you do not agree,
please let me know whether you agree to bring this issue to the court by conference call
rather than by a formal ex parte application.
If you do not agree to either the proposed extension or to proceed by conference
call, then this letter provides notice that I will be appearing ex parte in Dept. NW "K" on
January 4, 2010, at 8:30 a.m., to request that the court either advance the hearing on our
motion to January 22, 2010, and that it set the briefing schedule on a correspondingly
shortened basis; or, in the alternative, that it extend the deadline for hearings on discovery
motions to a date no earlier than February 9, 2010. If the court declines to grant these
orders on an ex parte basis, then I will request that the court shorten time so that my ex
parte application may be heard as a motion.

-:-- -~-HBIT __11:__

- - - --- - - - - - - - - - - - - -
JAFFE AND CLEMENS
LAW'fERS

Marshall S. Zolla, Esq.


Deborah E. Zolla, Esq.
Mara Berke, Esq.
December 30, 2009
Page2

I would greatly appreciate a response by noon on December 31, 2009.


Thank you.
Sincerely,

~d--Todd A. Maron
for JAFFE AND CLEMENS
TAM/sr
cc: Elon Musk
F:\CLIENT\MUSEL\LETTERIMZ-C309z.wpd
- - --- . - - -- - - - -- - - - - - - -- -

1 PROOF OF SERVICE

2 STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
3
4 I am employed in the County of Los Angeles, State of California. I am over the age
of 18 and not a party to the within action; my business address is 433 North Camden Drive,
5 Suite 1000, Beverly Hills, California 90210.
6 On January 4, 2010, I served the foregoing document described as:
7 PETITIONER'S EX PARTE MOTION TO ADVANCE 2/9/10 HEARING OR
EXTEND DEADLINE FOR HEARINGS ON DISCOVERY MOTIONS;
8 MEMORANDUM OF POINTS AND AUTHORITIES; DECLARATION OF
TODD A. MARON; SUPPORTING EXHIBITS 1 THROUGH 4
9
on the following interested parties in this action:
10
Marshall S. Zolla, Esq.
11 LASC - VAN NUYS
6230 Sylmar Avenue
12 Van Nuys, CA 91401
13 ---=BY FACSIMILE TRANSMISSION
On January 4, 2010, at approximately a.m./p.m., I served the above-
described document(s) on the interested parties in this action by facsimile transmission.
I caused said transmission to be sent from the facsimile machine maintained by Jaffe and
Clemens at (310) 271-8313. The document was reported as complete and without error.
A copy of the transmission report is attached hereto and was properly issued by the
16 transmitting facsimile machine.
17 BY MAIL (AND COURTESY E-MAIL)
I deposited such envelope in the mail at Beverly Hills, California. The envelope was
18 mailed with postage thereon fully prepaid. I am "readily familiar" with the firm's practice of
collection and processing correspondence for mailing. Under that practice it would be
19 deposited with U.S. Postal service on that same day with postage thereon fully prepaid at
Beverly Hills, California in the ordinary course of business. I am aware that on motion of
20 the party served, service is presumed invalid if postal cancellation date or postage meter
date is more than one day after date of deposit for mailing in affidavit.
21
t/ BY PERSONAL SERVICE
22 I caused such envelope(s) to be delivered by hand to the office(s) of the
addressee(s) noted above.
23
I declare under penalty of perjury under the laws of the State of California that the
24 above is true and correct. Executed January ~01 O, at Severi s, California.

25
26
27
28

F:ICLIENT\MUSELIPLEADlpos.wpd 1V31/09 Marriage of MUSK ; LASC Case No. BO 487 602

PROOF OF SERVICE
FL-150
~TT,jR~,E' 1 C ~ ',\F\rt ,11Tr0UT Ant'RHE~ 1fid.'11e. Suto B.v11i;mt.e1 IJr.11 ct'1ct1~~J ! EtEP"O~~E NJ FOR COVRT vse 0111. y
JAFFE AND CLEMENS 1310) 550-7477
BRUCE A CLEMENS (SBN 60813)

LOS A!!~~!!m::
DAVID M LUBOFF (SBN 91233)
TODD A MARON (SBN 229818)
433 NORTH CAMDEN DRIVE. SUITE 1000
BEVERLY HILLS. CA 90210
TELE~rCtlE rt,:, 310-550-7477
E ~.') t AD:F';.~S1~;i\: 1 ; ,,

~iT:R',E1FOA 1US.7lt ' ELON MUSK


SUPERIOR COURT 01= CALIFORNIA, COUNTY OF LOS ANGELES
SEP 2 9 2009
ST~EET J :t1 ~ESS 111 NORTH HILL STREET
.t! 1. 1G tsi:D;;~s~ 111 NORTH HILL STREET /JUH1~ ,..., va..r\n:'\c., \.lt.c:.Ht\.
c n ~t:c ZIF' c :~ e
c~ :Ct1 MP.1E
LOS ANGELES. CALIFORNIA 90012
CENTRAL DISTRICT ~f{IJL:~
PEl1Tto:t1EF.1' ~ 4\ll"IFF ELON MUSK
'lESPO ~.CElll>CE E.D~llT JENNIFER JUSTINE MUSK
O~E~ ~A~E'<T :LAll.t'.lll
CASE NUMBER BO 487 602
INCOME AND EXPENSE DECLARATION

Employment 1Gwe mformat1on on rour current 1ob. or. 1f you'ro unemployed. your most rticent JCib )
. a Employer name SPACE EXPLORATION TECHNOLOGY GROUP (not my only JO!>)
,...A_tt_a_c~-
. c-o-p-
1e_s_o_f.., b Employer's address 1 ROCKET ROAD. HAWTHORNE. CALIFORNIA 90250
yo~r ~ay stubs for c Employer's phone number
1as11wo mcr.ths d. Occupation
310-363-6000
CEO/CTO
6AD CQ PY
tere (O!ack out e Date JOb started
s o c. ~I secu,1ty
numbers f If unemployed. data JOb ended
g I work about hours per weeK
h I get paid see ATTACHMENT 1 gross (beforti taxes) per month per week O Q 0 per tio~

If you have more than one job, attach an 8112by11" sh eat of paper and list the same information JS Jbovc for your othar
jobs. Write ~Question 1-0therJobs" at the top.) - SEE ATTACHMENT 1
2. Age and Education
a ~1y age 1s ( ~pecify) 38
~ 1h~,e completed high s:hool or ltie eQutvalenl [Z) Yes D No If no l11g'1est grade completed (~/;'Qi:,f/I
c Numbe o< v.,ars of coll-;9e complet~d (specrfy) 5 17l Dcgroe(s) obtained l sp r:cif; ) 1:::
o Nu'Tlte of~ears of graduate school completed fspcc1fyl Q De'.)TCC(S) obtamed f[pe c1f;)
" I oa;ot rt.e following D profess1ona//occupat1onal licenses rspecff)
Qvocat1onal tra1n1ng (Specify)

3 Tax infonnatlon
a ml last 'ilea taxes for tax year (spc<c1fy
b 1.~r11mg stmus 1s 0
single
;o 2007
head of household 12] married. filing separately
0 marrie:l filing jointly with (specify name)

c I file state tax returns rn c::J Califorma 0 Other (specify :SIJ/ti co. :l GA 10 ll. l,O. l.'0 NC 11, ~~ ( , . .. .:.;, Ul

.:1 I claim the tollcwmg number of exemptions (mcludmg myself) on my ta~es (specify) 1 FOR 2007
Respondent claims exemptions for the parties' 5 children as a ta :< benefit on her return
4. Other party's lncomo. I estimate the gross monthly income (before taxes) of lh~ othur p 1)' m Ihm eJse <JI (;p._.,;,f~J S
Ths estimate is based Cn (exp/am)

If you need more space to answer any questions on this form, attach on 8112by-11" sllcar of papor Dfld wr/lo tho
question number bofore your answer.) Number of pages attached

I d~: t,io: 1.:n:lt" pe n3 11) ~I P""JU') u~tft'f U>~ fJl'IS of fhR S1.,1e or Ca11rornra thJI lnt: '"''"m,1t1on c;,n1_.,.,-:d c.n .,11 s:io.111: ; ~I lh1. l: 1m d'~
Jn, attlcnir:er.ts is tru;> ana corre.:t
o~to;, SEPTE~JIBER 2009 n
ELON MUSK
tTYPE OR f'RINl NAME! Vv1./ P~ ~o 1 of4

- /. '..X,.-f',! \"- ..... .., .... I I '

INCOME AND EXPENSE DECLARATION .. . ....... . . ~ . .:.. <I

'.
PETITIONER/PLAINTIFF: ON MUSK . I CASE NU-: BD 487 602
RESPONDENT/DEFENDANT: . NNIFER JUSTINE MUSK
OTHER PARENT/CLAIMANT:

Attach copies of your pay stubs for the last two months and proof of any other income to the first page. Take a copy of
your latest federal tax return to the court hearing. (Black out your social security number on the pay stub and tax return.)

5. Income (For average monthly, add up all the Income you received in each category in the last 12 months Average
and divide the total by 12.) Last month monthly
a. Salary or wages (gross, before taxes) ............ :........................................................................
b. Overtime (gross, before taxes) .............................................................................................
$
$ ----- . I

-----
8
'

:
e.
~:;~=:~:~;:f""":;;;;i;: TANF, SS1: 'G/t~Jn;;;;;;;i1; ~;~;;i;~::. :. ...:. .: . :.:::.: :_____
Spousal support from this marriage lrom'a different marriage ......... ... ...... .. ...... $

~. ~:~~i~rn~r:fr~~ent fun p:~:~~~s.~~.~~.~'.'.~. :.~..........i:...Q~~~~.~ .~'.~~~~~.~ ~~.~~~~~. :.~.~.~~~~~'.~. :=_-:==::==::=~::=-=-_-:


~ ~~~~\ 1~curi~ r;;[m;~i~~~~~~:i{;(~~i.ssii'
j. Unemployme 1 o. st~i~ cii~~t;iii~'(soi)' D"~~i~~i~ ::::::::::::.' : _____

pensation .................. ............ ............... ... ............... .......... .. .. ................. $ _ _ _ __
k. Worke~s compensation ... ... ............ ..... ................ ........................... ........................ .............. $ _ _ _ __
I. Other (military BAQ, royalty payments, etc.) (specify): .. ...... ............ .... . . . . . . . . . . . . . . . . . $ ~,,.,,,,.-=-=:-=-=~
SEE ATTACHMENT 1
6. Investment Income (Attach a schedule showing gross receipts less cash expenses for each piece of property.)
a. Dividendsflnterest ..................................................................................................... .......... $ _ _ _ __
b. Rental property income ....................................................................................................... $ _ _ _ __
c. Trust income. .. .................................................................................................................. $ _ _ _ __
d. Other(specify): .................................................................................................................. $_ _ _ __
SEE ATTACHMENT 1

7. Income fro:umployment 1 after buslney exprses for all business: ................................ . $


I am the owner/sole proprietor business partner other (specify): Q
Number of years n this business (specify):
Name of business (specify):
Type of business (specify):
Attach a profit and loss statement for the last two years or a schedule C from your last federal tax return. Black out your
social security number. If you have more than one business, provide the information above for each of your businesses.

8. 171Additional income. I received one-time money (lotter winnings, inheritance, etc.) in the last 12 months (specify source and
t.,.;..J amount): SEE ATIACHMENT 1

9. l./lchange In Income. My financial situation has changed significantly over the last 12 months because (specify):
t.,.;..J SEE ATIACHMENT 1

10. Deductions Last month


a. Required union dues .......................................................................................................................................... $
b. Required retirement payments (not social security, FICA, 401(k), or IRA) ..................................................................... $
c. Medical, hospital, dental, and other health insurance premiums (total monthly amount) ................................................... $
d. Child support that I pay for children from other relationships .. .. .. .. .... .. .. .. .... .. ...... .. .. .. .... .......... .... .. ........ ... ..... ......... $
e. Spousal support that I pay by court order from a different marriage ............................................................................. $
f. Partner support that I pay by court order from a different domestic partnership ............................................................... $
g. Necessary job-related expenses not reimbursed by my employer (attach explanation labeled Question 10g) ...................... $

11. Assets Total


a. Cash and checking accounts, savings, credit union, money market, and other deposit accounts ......... as of 8131/09 $ 1,896,000
b. Stocks, bonds and other assets I could rsily sell ... .......... (I own stock in companies that are not publicly owned/traded) $ zero
c. All other property, [~]real and
1
./ personal (estimate fair market value minus the debts you owe)... ..... . . $ unknown

<Cl 2004, 2005, 2007 Jaffe and Clemens

FL150 (Rev. January 1, 2007( INCOME AND EXPENSE DECLARATION Page 2 of4
' PETITIONER/PLAINTIFF: El.USK
RESPONDENT/DEFENDANT: JE RJUSTINE MUSK
e CASE NUMBER: BD 487 602

OTHER PARENT/CLAIMANT:
12. The following people !Ive with me:
Name Age How the person is That person's gross Pays some of the
related to me? (ex: son) monthly income household expenses?
a. ELON MUSK 38 self SEE ATTACHMENT 1 ./Yes No
f-
b. GRIFFIN MUSK 5 son zero .__ Yes 7 No
-./ No
c. XAVIER MUSK 5 son zero , _ Yes -.(
d. SAXON, DAMIAN, KAI MUSK 3 sons zero Yes No
i- -
e. TALULAH friend .__ Minimal - Minimal
L
13. Average monthly expenses [2] EsUmated expenses 0 Actual expenses 0 Proposed needs
a. My~ h. Laundry and cleaning ..................................... _$_ _ _2__,_00_0_
(1) t..:::..J Rent or
If mortgage, include:
D mortgage ........_$;...___5;;. .;0;.:. 0,;;...;0""0_
Clothes ............. .......... .. .............................. _$.:..___ _2_,,,.;...50.-0_

(a) Average principal ......~$_ _ _ _ __ J. Education: ................................................ $ 7,883

(b) Average interest ....... ......;..$_ _ _ __ k. Entertainment, gifts and vacation ......................... $ 1,250

(2) Real property taxes ................................ . I. Auto expenses and transportation


(Insurance, gas, repairs, bus, etc.) .................... $ 1,500
(3) Homeowners or renters insurance 75
(if not included above) ..................... .......... m. Insurance (life, accident, etc.; do not
include auto, home, or health Insurance.) ........... $ 265
(4) Maintenance and repair $ 100
n. Savings and investments ................................. $ -
b. Health-care costs not paid by insurance . . . . . . . . _$.___ _1 _.1,_
00_0
(includes speech therapy) o. Charitable contributions ................................... $ -
c. Child care .............. two nannies _$.___ _1_0,._0_00 p. Monthly payments listed in item 14
(itemize below In 14 and insert total here) ............ $ -
d. Groceries and household supplies ......... ........... _$.___ _2_.,_oo_o
q. Other (specify): ..... miscellaneous $ 5,000
e. Eating out .................. ........................... ... ... _$.___ _ _
2,._5_00

f.
g. Telephone/cell phone/e-mail .......................... $ 450
-----
1.s_oo
Utilities (gas, electric, water. trash) ... .... ............ _$.;..,__ _ _ ..
r TOTAL EXPENSES (aq) (do not add in
the amounts in a(1)(a) and (b)) NOTE BELOW:
11pprox1ma11 current expenns. 1ntn1rt not
computed 10 they art dnl9nat1d n 11llm1111.
$97,023.001

NOTE: Expensts exclude Elon's birthday party, unrelmburted business expenses s. Amount of expenses paid by others
to celebrate rocket launch and overhaul of Mercedes.
14. Installment a ments and debts not liste above
Paid to For Amount Balance Date of last payment
$ . $ .
$ . $ .
$ . $ .
$ . $ .
$ . $ .

15. Attorney fees (This is required if either party is requesting attorney fees.):
a. To date I have paid my attorney this amount for fees ~nd costs (specify) : c.- SEE ATTACHMENT 2
b. The source of this money was (specify): separate property account
c. I still owe the following fees and costs to my attorney (specify total owed~;
d. My attorney's hourly rate is (specify): $

I confirm this fee arrangement.

Date: SEPTEMBER 2009


BRUCE A. CLEMENS
2J.
(TYPE OR PRINT NAME OF ATIORNEY)
.. ~g~~
0 2004, 2005, 2007 Jaffe and Clemens

'
fL-150 [Rev. J1nuuy 1, 2007) INCOME AND EXPENS E DECLARATION Page 3 of4
PETlTIONE~PLAINTIFF: EL.USK ' CAS-MBER: BO 487 602
RESPONDENT/DEFENDANT: JE R JUSTINE MUSK
OTHER PARENT/CLAIMANT:

CHILD SUPPORT INFORMATION


NOTE: Fill out this page only if your case involves child support.

16. Number of children


a. I have (specify number): 5 children under the age of 18 with the other parent In this case.
b. The children spend 40% percent of their time with me 60% percent of their time with the other parent.
(If you're not sure about percentage or it has not been agreed on, please describe your parenting schedule here.)

17. Chil~s health-care j::yses


a. ./' I do I do not have health insurance available to me for the children through my job.
b. ame of insurance c any: Blue Shields of California
c. Address of insurance company:
50 Beale Street
San Francisco, California 94105
(415) 229-5000
d. The monthly cost for the children's health insurance is or would be (specify): $
(Do not include the amount your employer pays.)

18. Additional expenses for the children in this case: Amount per month
a. Child care so I can work or get job training .. ...................... ...... .. ...... . $ 10,000
b. Children's health care not covered by insurance ............ (Incl. speech therapy) $ 10,568
c. Travel expenses for visitation ... : ................................................. .. . $
d. Children's educational or other special needs (specify below): ........ . .. . $ 7,883

19. Special hardships: I ask the court to consider the following special financial circumstances
(Attach documentation of any item listed here, including court orders):

Amount per month For how may months?


a. Extraordinary health expenses not included in 18b . . . . . . . . . . . . . . . . . . . . . . . _$......__ _ _ _ _ __

b. Major josses not covered by insurance (examples: fire, theft, other


insured loss) . ............. . ... .... ....... .. . .. . , . . . . . . . . . . . . .. . . . . _$"---------
c. (1) Expenses for my minor children who are from other relationships and
are living with me .... ... . ........... . ........ , . .. .... , . . . . . . . . . _$....___ _ _ _ _ __
(2) Names and ages of those children (specifyj:

(3) Child support I receive for those children . . . . . . . . . . . . . . . . . . . . . . . . . -'-$_ _ _ _ _ _ __


The expenses listed in a, b and c create an extreme financial hardship because (explain):

20. Other information I want the court to know concerning support in my case (specify):

2004, 2005, 2007 Jaffe and Clemens

FLHIO [Rev. January 1, 2007]


INCOME AND EXPENSE DECLARATION Page 4 of 4

---------------
ATTACHMENT 1 TO INCOME AND EXPENSE
DECLARATION OF PETITIONER ELON MUSK

CURRENT MONTHLY INCOME OF ELON MUSK (2009 AVERAGE)

1. SpaceX salary .' .... . .................................. $1,690


2. Tesla salary . .. -. .. . .. . ................. . .............. $2,760
3. Personal assistant - personal portion ....................... $3, 125
4. Average recurring distributions from business investments ..... $3,700 1
5. Original Issue Discount ("OID") interest .................... $2,7452
6. Interest on all other personal bank accounts including checking
accounts ........ . ... . .. . ....... . ...................... $1753

CURRENT TOTAL MONTHLY INCOME ...................... ; $14,1954, 5

1
Based on 2008 average. For the first nine months of 2009, the average was lower and is not
expected to equal 2008 by year-end. This number does not include sale proceeds from pre-2009 sales that
were not received until 2009 and are not recurring - i.e., Game Trust $41,033.50; Everdream $948,779.
2
The 2008 OID interest was $32,934. It is expected to be the same or less in 2009. This is phantom
income. The interest is not actually received by me in cash.
3
I currently have liquid assets in all accounts totaling $1,896,000 as of October 31, 2009. Interest
paid on these funds is 0.11 % per year.
4
I have been and continue t9 supplement my monthly income by spending my remaining liquid
assets. At this point, my options are iimited, as the only asset that I own that can be liquidated within a
reasonable period of time (excluding the Bel Air residence) Is the Falcon 900 jet, although the current value
of the plane may be too low to generate any net cash. The plane formerly had debt of $10 million and was
secured by $5 million of cash at Northern Trust. Last month, Northern Trust only agreed to give me $2 million
of the secured cash in exchange for the other $3 million of secured cash being used to lower the debt on the
plane from $1 Omillion to $7 million. My cash assets are now at approximately $1.9 million, which is less than
the $2 million that I received. At this point, the only realistic option of which I am aware for obtaining more
cash is to sell the plane or sell SpaceX, SolarCity or Tesla stock, which is very difficult, as investors tend to
treat a sale by the chairman as Implying negative news about the companies, regardless of whether there is
any basis in fact for making such an assumption.
5
The largest change in my current 2009 income from my 2008 income is the absence of phantom
interest income from a loan to Tesla. The imputed annual interest was approximately $1,548,000, but I did
not actually receive this money from Tesla as it was converted to equity. This caused me to pay taxes even
though I didn't receive actual cash income, further straining my cash resources.

F:ICLIENnMUSEL\PLEAD\ATT 1 l&E 9299.wpd


ATTACHMENT 2 TO INCOME AND EXPENSE DECLARATION

PETITIONER'S ATIORNEYS' FEES AND COSTS (Stated as of July 31, 2009)

a. Fees and costs incurred from inception to April 17, 2009, were $473,860. Fees and
costs incurred from April 17, 2009, to July 31, 2009, were $65,402. Through July
31, 2009, I paid my attorneys, Jaffe and Clemens, $488,326.06.

b. The source of the money to pay fees and costs is my separate property account.

c. I still owe the following amount to Jaffe and Clemens on account of fees that were
incurred through July 31, 2009: $50,935.94

d. The hourly rate of my attorneys at Jaffe and Clemens varies from $425 per hour to
$850 per hour, depending on level of experience. Work performed by paralegals
is charged at $225 per hour.

F:\CLIENT\MUSEL\PLEADV\TT 2 l&E.wpd
CO. flLE C1El'T. 91c1< VCHR. NO. llfl.1
SPU 100003 E>'.E 0000300192 1 Earniifs Statement
SPACE EXPLORATION TEClINOLOGIES Period El~g 1 n111ng : 07 : 05 .';~Q jfl
1
CORP P~nod E11d1ng . 071181200:9
1 ROCJ<ET ROAD Pc1y Dale 1)7,2412009
1-/AWTHORNE. CA 90250

00000000192
Tai.:11ble Mania! Slt1tu:; Mar11.,d ELON MUSI<
E>.einpltons 'Allol'lances: 1105 BEL AIR PLACE
Federal. 4
CA 4
LOS ANGELES CA 90077

Social Security MumlJer. :<xx.;.:X-4583


Earnings rato hours th is period yo:ir to dnto Other Benefits and
70 . 00 760 ~ 00 11 ,700 . 00 lnform<1tion th 1:i pariod total to data
Gross Pay $780. 00 11 ,700.00 Pto Bal 40.0J
Sick Bal 64.Cj
Vac Bal 5'32.50
Deductions Statutory
Social Security Tax -39.33 589.98
Medicare Tax 9.20 137. 98
CA SU l1SDI I a;. . l:). 97 104.67
Other
Blue S11e1ld Plx 129 . 44* 1 ,941 .60
Chkng1 -578.89
Guard1a11 . 1(> . 17 " 242 55
Net Pay SO . DO

* Excluded from federal taxable wages


Your federal taxable wages lh1s period are $634. 39

1 11J I 1.,.. r1 :.'. 11'. i :-" r, I 1';1 J.:: ', . , :, IJ1J .: . t 1 1 I' 1 . I - , 1 I ,., 11". I ., , I'. ~ I ., _ t _ r -~ : .. . . ...

SPACE EXPLORAT ION TECHN OLOG IES Advice number: 00000300192


CORP Pay date::.. - 07.'2412009
1 ROCl<ET ROAD - ~ . --=--
HAWfHORNE, CA 90250

Deposited to the account of "': account number transit ASA amount


ELON MUSI( - -;-:
-.. --
"~-
:. ~ .<XXXX.'\Xx26156 $57'3.69
. -:-.~--
~- - -~ -

NON-NEGOTIABLE
co. nLr DEPT. ~Cl< VCHH. NC), lf/O
GPU 10C003 EXE OJOC:l20192

SPACE EXPLORATION TECHNOLOGIES Peruxl Beginning . 07.'19.2C:9


CORP Pr.::11od End1n1J: (1.:;101 2(lj9
1 ROC.1<ET ROAD Pc:ty Dale: 1)8 07.'2.C.09
HA~i/THORNE. CA 90250

00000000192
Ta~able M.:1ntnl St<1lu~; Mar11o?d ELOM MUSK
C:~E? mphor1 .. ;\l :o:1r.111t:ea. 10911 CH ALON RD
Feaio>r~.1 4
CA. .i
LOS ANGELES CA 90077

Earnings rate hours this poriod yonr to date Other Benefits and
Fie:gu::;ir 720 .00 7C.0.00 12,480.00 l11formntio11 thrs poriod total to dato
Gro\:':s i'ay $71::'0.00 12.480 . 00 Plo B.:ll 4( (,.j
S 1cl< Bal 64.: 1)
Voe Bal
Deductions Statutory
l:;ocral Securi ty Ta)( - 39.33 629 . 31
Med1car,;; Tax -'J.20 147 . 18 lmportan t 1'-'-Jo""t;;.;e;..;
.s"'--------------
CA SU l.'SDI T,1:< IJ.03 111 . 65 EFFEClWC THIO PAY PERIOD YOUR .:IDD;:>E:::S 1;;.:.; B:=E~;
Ct-IANGED.
Other
81ue Sheild Ptx 129.44 'k 2,071 . 04
Chkng1 -57S.8fl
Guardian 1 G .17" 258.72
!'!et P_a~y_ _ _ _ _ _ _ _ __ s_o_.o
_o

* Excluded from federal ta xable wages


Your federal toixable wages t111::. penod ~ire $634. 39

..
, I:_ r : _ ~ 1,, ,, .:.., ; ,) i-1. , ' ; ,I.' I ' : '_ : ', 1 ' . J I i I" J ' I ' ' ,, , . " .. ,

SPACE EXPLORAT ION TECHNOLOGIES Advice number: 00000320192


CORP P;:;iy dat-::.,. :. _.,
1 ROCKET ROAD ----:=: ~ ...::.?:

HAWTHORNE . CA 90250

Depo~~ited tr. the account of ' aci:ount number transit ASA amount
E.LON MUSK XJO.>: X> .:<>: ~'57:!. :)~.
-- -

fJ. ~-~- .:::_


#-.. -:.: = ~

~~.:;.',\'r..:S~'..7.,::' .'. ~';.:~t, .,1;;~:'"~~~ -(\;~


.,
~

'F NQM .. NEGOTL~BLE


~( 1 .,Hfo\ , : ~... e: -:.
.~"\:
.a. . t.'i J' ;,. rr.;, :.'. 1: ~ : =,::.,

...... . . ------- - - - -------------------~


CO. fll.C:: (>(PT. - I < VC:liH. NU. IJ/IJ
GPU I 00003 EXE 00003401(58 1 Earninfs Statement
SPACE EXPLORATION TECHNOLOGIES F'e11od Beg111n1ng. 08.'0212009
CORP Penocl Ending. 09115 . .2009
1 ROCKET ROAD P::1y Date: Ooi21i2009
HAWTHORNE. CA 90250

00000000168
T1rn1ble Mant11I S1:1tus. Mamed ELON MUSK
Exemptions.Allov11111c.:; s. BAD COPY 10911 CHALON RD
Federal. 4
CA. 4
LOS ANGELES CA 90077

Earnings rate hours this period yoar to dnto Other Benefits and
Regular 780.00 780 . 00 13.260 .00 Information thio poriod total to dato
Gross Pay $780.00 13 .26(1 00 Plo Bal 40 GO
S1cl< Bal '54 G'J
Vac Bal
Deductions Statutory
Social Security Tax -39.34 668 . 65
Medicare Tax 9.20 1"i6. 38
CA SIJllSDI Tax -6.98 118 . 6:~
Other
Blue Sheild Pix -129. 4~ 2,200.48
Chkng1 -578.87
Guardian -16. 17* 274.89

Net Pay $0.00

* Excluded from federal taxable wages


Your federal taxable wages Jhrs period are $634. 39

SPACE EXPLORATION TECHNOLOGIES Advice number: 00000340158


CORP
P::iy d::il~~-~" -~ 03!2112009
1 ROCKET ROAD -= ~ -.: -
HAWTHORNE, CA 90250 ---=---
~:-;;-_ ----: ~- -~:-._:

Deposited to the account of "F:. ~ account number transit ABA CJ mount


ELON MUSI< 53713 . S7

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r,L 1:fl. : .u;:. :'' NON-NEGOTIABLE
1

PROOF OF SERVICE
2 STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
3
4 I am employed in the County of Los Angeles, State of California. I am over the age
of 18 and not a party to the within action; my business address is 433 North Camden Drive,
5 Suite 1000, Beverly Hills, California 90210.

6 On September 29, 2009, I served the foregoing document described as:

7 PETITIONER'S INCOME AND EXPENSE DECLARATION


8 on the following interested parties in this action:
9 Marshall S. Zolla, Esq.
Deborah Zolla, Esq.
10 Marshall S. Zolla, A Professional Corporation
2029 Century Park East, Suite 1020
11 Los Angeles, CA 90067

12 Phone number: (310) 407-0770


Fax number: (310) 407 -0776
13
_ _BY FACSIMILE TRANSMISSION
14 On September 29, 2009, at approximately a.m./p .m., I served the
above-described document(s) on the interested parties in this action by facsimile
15 transmission. I caused said transmission to be sent from the facsimile machine maintained
by Jaffe and Clemens at (310) 271 -8313. The document was reported as complete and
16 without error. A copy of the transmission report is attached hereto and was properly issued
by the transmitting facsimile machine.
17
_ _BY MAIL (AND COURTESY E-MAIL)
18 I deposited such envelope in the mail at Beverly Hills, California. The envelope was
mailed with postage thereon fully prepaid. I am "readily familiar" with the firm's practice of
19 collection and processing correspondence for mailing. Under that practice it would be
deposited with U.S. Postal service on that same day with postage thereon fully prepaid at
20 Beverly Hills, California in the ordinary course of business. I am aware that on motion of
the party served, service is presumed invalid if postal cancellation date or postage meter
21 date is more than one day after date of deposit for mailing in affidavit.

22 ti' BY PERSONAL SERVICE


I caused such envelope(s) to be delivered by hand to the office(s) of the
23 addressee(s) noted above.
24 I declare under penalty of perjury under the laws of the State of California that the
above is true and correct. Executed September 29, 2009, at Beverly Hills, California.
2s - ~ -s~
26 CAGLIARI- ARKADI

27
28

F:\CLIENT\MUSELIPLEAD\pos.wpcl 9/29/09 Marriage of MUSK; LASC Case No. BD 487 602

PROOF OF SERVICE
FL320
ATTORNEY OR PARTY WITHOUT ATTORNEY(Neme, lllt.umber, end llddreaa): FOR COURT U!E ONLY
JAFFE AND CLEMENS . .
BRUCE A. CLEMENS (SBN 60813); TODD A. MARON {SBN 229818)
433 NORTH CAMDEN DRIVE, SUITE 1000

FIL~
BEVERLY HILLS, CALIFORNIA 90210
TELEPHONEN0.:(310) 550-7477 FAXNO.: (310) 271-8313
ATTORNEYFOR(Neme): ELON MUSK
SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANncr 'C" '.'Tmunrf\'P COURT
STREETADDRESs:111 NORTH HILL STREET
MAIUNGADDRESS:-SAME AS ABOVE- SEP 2 9 2009
CllYANOZIPCODE:LOS ANGELES, CALIFORNIA 90012
BRANCH NAME: CENTRAL DISTRICT
PETITIONER/PLAINTIFF:
RESPONDENT/DEFENDANT:JENNIFER JUSTINE MUSK
RESPONSIVE DECLARATION TO ORDER TO SHOW CAUSE CASE NUMBER:
OR NOTICE OF MOTION 80 487 602
1-H-EAR-1-NG_DA_:re_:_ _ _ _ _ _ _ _ __ - - -- -0-e-PAR_r_M-eNT-oR_R_OOM--1: [Assigned to Dept. 22
_TI_Me:-

OCTOBER 13, 2009 8:30 A.M. 22 Hon. Louis Meisinger)

1. 0 CHILD CUSTODY
a. 0 I consent to the order requested.
b. Cl I do not consent to the order requested but I consent to the following order:

2. 0 CHILD VISITATION
a. Cl I consent to the order requested.
b. 0 I do not consent to the order requested but I consent to the following order:

3. 0 CHILD SUPPORT
a. D I consent to the order requested.
b. Cl I consent to guideline support.
c. D I do not consent to the order requested, but I consent to the following order:
(1) D Guideline
(2) D
Other (specify) :

4. 0 SPOUSAL SUPPORT
a. DI consent to the order requested.
b. DI do not consent to the order requested.
c. DI consent to the following order:

5. lXJ ATTORNEY FEES AND COSTS


a. D I consent to the order requested.
b. lXI I do not consent to the order requested.
c. D I consent to the following order:

Page1 of2
Form Adopted for MandalDIY Uae RESPONSIVE DECLARATION TO ORDER TO SHOW CAUSE www.court1nro.ca.goy
Judicial Counc1 of Callfomla
OR NOTICE OF MOTION
~ BsE~~loR!ir
1 20031
FL-320 [Rev. January '
PETITIONER/PLAINTIFF: l\se NUMBER:
D 487 602
RESPONDENT/DEFENDANT:JENNIFER JUSTIN E MUSK

6. c::J PROPERTY RESTRAINT


a. c::J
I consent to the order requested.
b. c::J
I do not consent to the order requested.
c. 0 I consent to the following order:

7. c::J PROPERTY CONTROL


a. 0 I consent to the order requested.
b. 0 I do not consent to the order requested.
c. 0 I consent to the following order:

8. IXJ OTHER RELIEF


a. 0 I consent to the order requested.
b. IX] I do not consent to the order requested. *SEE BELOW
c. 0 I consent to the following order:
Elon does not consent to any additional award of fees being ordered against him. However, if, over his
objection, the court does make an additional award of fees against him, then he requests that It be without
prejudice to ultimate chargeability.
9. IXJ SUPPORTING INFORMATION '
IXIcontained In the attached declaration.
Please see accompanying declarations of Elon Musk and of Bruce A. Clemens~

NOTE: To respond to a request for domestic violence restraining orders requested In the Request for Order (Domestic Violence
Prevention) (form DV-100) you must use the Answer to Temporary Restraining Order {Domestic Violence Prevention) (form
DV-120).

I declare under penalty of perjury under the laws of the State of California that the foregoing Is true and correct.

Date: September 29, 2009

TODD A MARON
(TYPE OR PRINT NAME)

RESPONSIVE DECLARATION TO ORDER TO SHOW CAUSE Page2of2


OR NOTICE OF MOTION
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. Jud~~ orthc Su~rlor. Court , .
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JUDGE PRO TEM.
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' (' ~ FL-100
ATIORNEY OR PARTY WITHOUT ATTORNEY (Name. State Bar number. and address) FOR COURT USE ONLY
LARRY A. GINSBERG, ESQ . (SBN 125556)
- HARRIS GIN SBERG LLP
6500 WILSHIRE BLVD STE. 1800 FILED
LOS ANGELES , CA 90 048 Su~rlor Court of California
County of J...o~ /!. igf!Cl!

(~
TELEPHONE NO 31 0 444-6333 FAX NO. (Optional) .
E-MAIL ADDRESS (Optional) :
ATTORNEYFOR (NameJ TALLJLAH RILEY JAN 17 (012.
SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELES
STREET ADDRESS 111 NORTH HILL STREET j
MAILING ADDRESS. SAME AS ABOVE Jtih!! A. CllH'k~1 !\tetuf.i'll O!f!m/Cl~rk
CITY AND ZIP CODE:
BRANCH NAME :
LOS ANGELES , CA 90012
CENTRAL
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MARRIAGE OF
PETITIONER: TALULAH RILEY . . is assig ned lo f]"__fill_lf
- ! . ,., 1~1 1' ~mt .
RESPONDENT: ELON MUSK
PETITION FOR CASE NUMBER:

w Dissolution of Marriage
D Legal Separation
D Nullity of Marriage 0 AMENDED BD557350
1. RES IDENCE (Disso lution only) W
Petitioner D
Respondent has been a resident of this state for at least six months and
of this county for at least three months immediately preceding the filing of this Petition for Dissolution of Marriage.

2. STATISTICAL FACTS
a. Date of marriage: September 25, 2010 c. Time from date of marriage to date of separation (specify) :
b. Date of separation: To Be Determined Years : Months:

3. DECLARATION REGARDING MINOR CHILDREN (include children of this relationship bom prior to or during the marriage or
adopted during the marriage):
a. W There are no minor chi ldren.
b. D The minor chi ldren are:
Child's name Birthdate Age Sex

D Continued on Attachment 3b .
c. If there are minor children of the Petitioner and Respondent, a completed Declaration Under Uniform Child Custody Jurisdiction
and Enforcement Act (UCCJEA) (form FL-105) must be attached.
d. D A completed voluntary declaration of paternity regarding minor ch ildren born to the Petitioner and Respondent prior to
the marriage is attached.
4. SEPARATE PROPERTY
Petitioner requests that the assets and debts listed D in Property Declaration (form FL-160) D in Att.aehment 4
W below be confirmed as separate property.
Item Confirm to .
The nature and extent of separate property assets and debts are unknown to Petitionej: a.t this time;
Petitioner asks leave of court to amend this Petition when same is ascertained. ., 1

NOTICE : You may redact (black out) social security numbers from any written material filed with the court in this case
other than a form used to collect child or spousa l support.
Pa e 1 ol 2

sok;B~s
Form Adopted for Mandatory Use PETITION-MARRIAGE Fam1ly Code, 2330, 3409
Jud1c1al Council of California
FL-100 {Rev. January 1, 2005] (Family Law)
~Pius
' '
.I

MARRIAGE OF:' (last namo, flrit name of pert/es).:


-'----.-1-Marriage of'-RiieyfMt1sk-c--- .... -
f-;-'
,.. Cl\Sll NUMBER:

"--.-:-,----+--- .. " . - -------'---_c..- ___


......_ ,_

5. DECLARATION REGARDING COMMUNITY AND QUASI-COMMUNITY ASSETS AND DEBTS AS, QURRENTLY KNOWN
a. r-1 There are no such assets or debts subject to disposition by ttie court in this proce$dlng.
b. . [i.'J All sucti as&~ts ~nd dfibts are listed ' c.:J
In Property Declaration (fO'i-m FL-160) In Attachment 5b. D
[K:.1 below (speolfy) : .
The fu!l nature and extent of community property assets and debts are unknown at this time. Petitioner
asks leave of Cou,rt to amend this Petition when same is ascertained .

6, Petitioner requests
~. DLI
disso1tion of the marriage based .on d. C__i 11umty ot vo1dab1e marriage based on
(1) Del lrrec6ncllable differences. (Fam. C.ode, 231o(a) .) c1> D at
petitioners age time ot marriage.
(2) LJ. incurable IManlty. (Foim: Code, 2310(b).) . (Fam.' Code, 221 O(a).).
b. D legal separation of the parties bMed on (2) P prior 0xistlng marriage.
(1) D irreconcilable difrerences. (Fam. Gode, 2310(a).) . (Fam. Cede, 2210(b).)
(2) D incurable insanity. (Fam . Code, 2~10(b).) (3) D u.nsound mind. (Fam. Code, 2210(c) .)
c. D 11ullity of void marriage b~sed on (4) C -1 fraud . (Fam . Code, 221.0(d).)
(1) D incestuous marriage. (Fam. Code, 2200.) (5) D force .. (Fam. Code, 2210(e).)
(2) D bigamqus marriage. (Fam. Code, 2201.) (6) LJ physical incapacity. (Fam. Code, 2210(f}.)
1. f>ot1t1onor requests that the court 9rant the above renet and make injunctive \including resttaining> and other orders as ro11ows~
.Petitioner Respondent Joint Other1
:.. a . ~
Legal custody of children to .. . .. . ........ , ...... , . .. ... . . . ... ,. . . . . . D C::J l:::c::~] . d
b. Physical custody of chlldr~m to . . . ... .. ... . , ......... .. ...... ... . .. : . . 1.-:,=:J W I__] D
' C. Child visitation be granted .to.'' . '' ' ' '' '' : .. ' . .... ' : ' '' '' ... ' ' . ' ' ' ' ' ' D CJ o.
As requested In fd~m: c~:J .fl-311 D FL-312 I I FL~~41 (C) D FL-341 (D) 1_.~__1 'Fl..341 (E) L:.J Attachment 7c.
d. C::J. Determination of parentage of any children born to the Petitioner.. aiid F~espondent prior tc> the marriage.
. e. Attorney fees and cosfs payable by . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. D ' . CXJ
f. .Spousal suppor1 payable to (earnings ~ssiQnment will be Issued) . . . . . . . . . . . . . . . DU D
g. f.X"'J Termfnate th'e court's jurisdiction (ability) to award spousal support to F(0sponden~.
h. [ ] ] Property rights be determfni.:ld.
I. [iJ Petitioner's former name be restored to (specify): Tal:Ulah .Riley-Milburn
j: [XJ Other (specify):

[XJ Continued 9n Attachment 7J.


a. Child support-If th@re are miricJr children bom to or adopted by the .Petitioner end Respondent befqre or during this marriage, the
.court will make orders for the support of the children upon requ~st and aubmlas101; of financial forms by ttie requesting party. An
earnings assignment may b~ issued without further notice. Any party ~equired to pay support must pay ln.terest on overdue
amounts at'the.'.'legal" rate, whl~)h Is currently 10 percent.
9. I HAVE REACI THE RESTRAINING ORDERS ON THE SACK OF THE SUMM()NS, AND I UNDERSTAND THAT THEY APPLY ..
TO ME WHEN THIS PETITION IS FILED.
I dec!are under penal!bf perjury under. the laws oftlie State of California that the foregoing i~ true and correct.
Z.
~7. ~
...Date. JANUARY ,2012 . . . . __ ~~ ~-
TALULAHRILEY . ~
. . . . . (TYPE OR PRIUT:NAME) . ~ ' (SIGNATURB OF P~
Date: JANUARY 201~ lli. \\ .
LARRY A. GINSBERG, ESQ. (SBN 12555} ~ . ~\\ - ""'- .
(TYl'E OR f'RINTNAME) j (SIGNATURE OF ATTORNE'f l'OIN>E1TrlONER)

NOTiCE: Dissolution or legal separation may autorn.atically cancel the rights 9f a spouse und~r the othe~ spous\s will, trnst,
retlremE1nt. plan. ,power of attorney, pay on death bank account, survivorship rights tc> any property owned In Joint tElnancy, and any
. other similar lh1_ng. It does not automatically cancli!l .the right of a spouse as beneficiary of the other spouse's life irnn1rancc;: policy.
You should tev1ew these matters, as well as any credit c;;irds, other credit accounts Insurance polices retirement plans and credit
reports to determine whether they should be changed or whether you should take a1w qtl'ier actions. However, some ch~nges may .
;require the agre.emerlt of your spouse or a court.order (see Family Code sections W1-235) .

PETITION-MARRIAGE Pa11a 2 of 2
(Family Law)
(

In re Marriage of RILEY /MUSK L.A.S.C . Case No.


ATTACHMENT 7.j.
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7.j. Other (specify)
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Pursuant to California Code of Civil Procedure, Section 632, and Rule 3 .1590,
4
California Rules of Court, Petitioner hereby requests a Statement of Decision with respect to any
5

specifically requests that the Court include in the Statement of Decision any and all calculations

upon which the determination of any issue was made including, but not limited to, issues of spousal
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support, property valuation, property division, tax consequences and attorney ' s fees and costs.
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ATTACHMENT 7j
FL-170
ATTORNEY OR PARTY WITHOUT ATTORNEY (Name, State Bar nvmber, and address): FORCOURTUSEONl..Y

JAFFE AND CLEMENS


BRUCE A. CLEMENS (SBN 60813); TODD A. MARON (SBN 229818)
433 NORTH CAMDEN DRIVE, SUITE 1000
BEVERLY HILLS, CALIFORNIA 90210
TELEPHONE NO.: (310) 550-7477
E-MA11. AooRess 1opuons11:
FAX NO. (Op~onal):
bclemens@jaffeclemens.com
(310) 271-8313 FILED
L JS /\NG ELES SUPJ::.RI OR COURT
ATTORNEY FOR(Name): ELON MUSK
SUPERIOR COURT OF CALIFORNIA, COUNTY OF AUG 0 3 201 2
STREET ADDRESS: 111 NORTH HILL STREET
MAILING ADDRESS: -SAME AS ABOVE- JOHN ~~~re, CL.ERK
~'f ~.f.'cH~PldT'f
CITY ANO ZIP CODE: LOS ANGELES, CALIFORNIA 90012
BRANCH NAME: CENTRAL DISTRICT

RESPONDENT: ELON MUSK

DECLARATION FOR DEFAULT OR UNCONTESTED CASE NUMBER:


DISSOLUTION LEGAL SEPARATION BD 557 350
(NOTE: Items 1through16 apply to both dissolution and legal separation proceedings.)
1. I declare that If I appeared In court and were sworn, I would testify to the truth of the facts in this declaration.
2. I agree that my case will be proven by this declaration and that I will not appear before the court unless I am ordered by the court to
do so.
3. All the information in the CJ Petition W
Response is true and correct.
4. Default or uncontested (Check a orb.)
a. c::J The default of the respondent was entered or Is being requested, and I am not seeking any relief not requested in the
petition. OR
b. W The parties have agreed that the matter may proceed as an uncontested matter without notice, and the agreement is
attached or is incorporated In the attached settlement agreement or stipulated judgment.
5. Settlement agreement (Check a orb.)
a. [XI The parties have entered Into c::J an agreement [XI a stipulated judgment regarding their property
their marriage or domestic partnership rights, Including support, the original of which is or has been submitted to the
court. I request that the court approve the agreement. OR
b. CJ There Is no agreement or stipulated judgment, and the following statements are true (check at least one,
including item (2) if a community estate exists) :
(1) D There are no community or quasi-community assets or community debts to be disposed of by the court.
(2) D The community and quasi-community assets and debts are listed on the attached completed current Property
Declaration (form FL-160), which includes an estimate of the value of the assets and debts that I propose to be
distributed to each party. The division in the proposed Judgment (Famlly Law) (form FL-180) is a fair and equal
division of the property and debts, or if there Is a negative estate, the debts are assigned fairly and equitably.
6. Declaration of disclosure (Check a, b, ore.)
a. [XI Both the petitioner and respondent have filed, or are filing concurrently, a Declaration Regarding Service of Declaration
of Disclosure (form FL-141) and an Income and Expense Declaration (form FL-150).
b. D This matter is proceeding by default. I am the petitioner In this action and have filed a proof of service of the preliminary
Declaration of Disclosure (form FL-140) with the court. I hereby waive receipt of the final Declaration of Disclosure (form
FL-140) from the respondent.
c. D This matter Is proceeding as an uncontested action. Service of the final Declaration of Disclosure (form FL-140) is mutually
waived by both parties. A waiver provision executed by both parties under penalty of perjury is contained in the settlement
agreement or proposed judgment or another, separate stipulation.
7. D Child custody should be ordered as set forth In the proposed Judgment (Family Law) (form FL-180).
8. D Child visitation should be ordered as set forth in the proposed Judgment (Family Law) (form FL-180).
9. Spousal, partner, and family support (If a support order or attorney fees are requested, submit a completed Income and
Expense Declaration (fonn FL-150) unless a current fonn is on file. Include your best estimate of the other party's income.
Check at least one of the following.)
a. D I knowingly give up forever any right to receive spousal or partner support.
b. l:J I ask the court to reserve jurisdiction to award spousal or partner support In the future to (name) :
c. (XI Spousal support should be ordered as set forth in the proposed Judgment (Family Law) (form FL-180).
d. 0 Family support should be ordered as set forth in the proposed Judgment (Family Law) (form FL-180).
Page 1 of2
Fenn Adopled for Mandatory Use DECLARATION FOR DEFAULT OR UNCONTESTED Family Code, 2336
Judicial Council of California www.ooutflnfo.ca.gov
FL-170 (Rev. January 1, 2007] DISSOLUTION or LEGAL SEPARATION
~ f~IEKr~Al.fORMIN (Family Law)
FL-170
PETITIONER: CA.SE NUMBER:
BD 557 350
RESPONDENT: ELON MUSK
10.0 Child support should be ordered aa set forth In the proposed Judgment (Family Law) (form FL-180).
11. a. I [J am receiving 0 am not receiving c:J intend to apply for public assistance for the child or children listed
in the proposed order.
b. To the best of my knowledge, the other party t:J is c:J is not receiving public assistance.
12.0 The petltloner CJ respondent Is presently receiving public assistance, and all support should be made payable to the
local child support agency at the address set forth in the proposed judgment. A representative of the local child support agency
has signed the proposed judgment.
13. tr there are minor children, check and complete Item a and item b or c:
a. My gross (before taxes) monthly Income Is (specify): $
b. CJ The estimated gross monthly Income of the other party ts (specl(y): $
c. CJ I have no knowledge of the estimated monthly Income of the other party for the foltowlng reasons (specify) :

d. D t request that this order be baaed on the Cl petitioner's c:J respondent's earning ability. The facts in support of
my estimate of earning ability are (specify):

CJ Continued In Attachment 13d.


14. CJ Parentage of the children of the petitioner and respondent bom prior to their marriage or domestic partnership should be
ordered as set forth In the proposed Judgment (Family Law) (form FL-180). A declaration regarding parentage Is attached.
15.[XI Attorney ree1 should be ordered es set forth In the proposed Judgment (Family Law) (form FL-180).
16.0 Tue petitioner D
respondent requests restoration of his or her fonner name as set forth In the proposed Judgment
(Family Law)(form FL-1 BO).
17. There are Irreconcilable differences that have led to the Irremediable breakdown of the marriage or domestlc partnership, and
there is no possibility of saving the marriage or domestic partnership through counseling or other means.
18. This declaration may be reviewed by a oommlBSloner slttlng as a temporary judge, who may determine whether to grant this
request or roouire my appearance under Famllv Code section 2336.
STATEMENTS IN THIS BOX APPLY ONLY TO DISSOLUTIONS - Items 19 through 21
19. If this a dlssoluUon of marriage or of a domestlc partnership crested in another state, the petitioner and/or the respondent
has been a resident of this county for at least three months and of the state of California for at least six months contJnuously
and Immediately preceding the date of the filing of the petition for dissolution of marriage or domesUc partnership.
20. I ask that the court grant the request for a judgment for diasolutton of marriage or domestic partnership baaed upon
irreconcilable differences and that the court make the orders set forth In the proposed Judgment (Famlly Law) (form FL-1 BO)
submitted with this declaratJon.
21.Q This declaration Is for the termination of marital or domeltlc partner atatua only. I ask the court to reserve jurisdiction
over all issues whose determination Is not requested In this declaration.
THIS STATEMENT APPLIES ONLY TO LEGAL SEPARATIONS
22. I ask that the court grant the request for a Judgment for legal seperatioo based upon Irreconcilable differences and that the
court make the orders set forth In the proposed Judgment (Family Law) (form FL-180) submitted with lhls declaration.
I understand that a judgment of legal aeparation does not tennlnate a marriage or domestic partnership and that I am stlll
manied or a partner In a domeatlc partnership.

23.D Other (specify) :

Idci~ """~!:L,"""'Y
Date: MAY 2012
of poq,.., ""'"tho la of tho S..,. of Cllfomla that-?1"~ '"~

. EI.ON Ml !SK ~
(T\'PE OR PRJNT NAMEI ~GNA RE OF OECLNWfr)

FL-110 (ROY. JIRJW"f 1. 2ocm OECLARATION FOR DEFAULT OR UNCONTESTED P19t2of1

~ fflfNrirraoo~ DISSOLUTION or LEGAi. SEPARATION


(Family Law)
Su F'JLED
' p.cnor Court of California
1 JAFFE AND CLEMENS Ollnty or Los Angeles
Bruce A Clemens (SBN -50813)
2 Todd A Maron (SBN 229818)
433 North Camden Drive, Suite 1000 MAY 15 201 2 ~
3 Beverly Hills, California 9021 O John A. Cla~{J l :~iccut i vc Offi cer/ Cler
Telephone (310) 550-7477
{J y , -A-il,t~&a .
4 A:. HA<;<;J\ N _ , Deput_\
Attorneys for ELON MUSK
5
6
7
8 SUPERIOR COURT OF THE STATE OF CALIFORNIA

9 FOR THE COUNTY OF LOS ANGELES

10
11 In re the Marriage of CASE NO. BO 557 350

Petitioner: TALULAH RILEY STIPULATION FOR PETITIONER TO


APPEAR AND TO PRODUCE
and DOCUMENTS AT DEPOSITION

Respondent: ELON MUSK

THIS STIPULATION is entered into between Petitioner TALULAH RILEY and

Respondent ELON MUSK, through their respective attorneys of record, Harris'. GAnsberg,

18 LLP, and Jaffe and Clemens, as follows: ~


19 1. Petitioner's deposition is continued froni Apri~O, 2012, ~-t. ) , 2012.
20 2. Petitioner shall appearfor her deposition on J\l'l\..t.. S ,2012, at 9:30 a.m,
21 at the offices of Jaffe and Clemens, located at 433 North Camden Drive, Suite 1000,

22 Beverly Hills, California.


23 3. Petitioner's deposition will be taken before a certified shorthand reporter and

24 notary public.
25 4. Respondent may record said deposition testimony by audiotape or videotape

26 in addition to recording the testimony by stenographic method, through the instant visual

27 display of the testimony, with the certified shorthand reporter.

28 111
-1-
F:ICLIENT\MUSEL31PLEAD\sUp 2012.04.24.wpd 4/24/12Marriage of RILEY snd MUSK; LASC case no. BO 557 350
STIPULATION FOR PETITIONER TO APPEAR AND TO PRODUCE
DOCUMENTS AT DEPOSITION
1 5. Petitioner shall produce documents at her deposition in the same manner

2 and to the same extent as would have been required under the notice of deposition

3 directed to Petitioner, which was issued on January 20, 2012, a copy of which is attached
4 as Exhibit A.

5 6. In the event that the deposition is not completed on the aforementioned date,

6 the deposition shall continue on a date selected by mutual agreement of counsel for. the

7 parties.
8 Dated: _ _'-\_.-" ;:;_._n____ HARRIS GINSBERG, LLP

9
10 Sy ~- \ \ GINSBERG ---, \
LA RY A.
11 Attorneys for Petitioner

12 Dated: JAFFE AND CLEMENS

By~~ ,
~MENS --=
Attorneys for Respondent

ORDER

17 Pursuant to stipulation of the parties, and good cause appearing,

18 IT IS SO ORDERED.

19

20 Dated:
JUDGE OF THE SUPERIOR COURT
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F:ICLIENT\MUSEL3\PLEADlstlp 2012.04.24.wpd 4124112
Marriage of RILEY and MUSK; LASC case no. BO 557 350
STIPULATION FOR PETITIONER TO APPEAR AND TO PRODUCE
DOCUMENTS AT DEPOSITION
FL-141
ATTOR NEY OR PAR TY W ITHOUT ATTORNEY (Name , State Bar number, and address) : FOR COURT
JAFFE AND CLEMENS
BRUCE A. CLEMENS (SBN 6081 3)
433 NORTH CAMDEN DRIVE, SUITE 1000
BEVERLY HILLS, CALIFORNIA 90210
TELEPHONE NO .. (310) 55 0-7 4 77 FAX NO . (Optional) (310) 27 1-8313

E-MAIL AD DRE ss 1opuona1J. bclemens@jaffeclemens.com


ATTORNEY FOR (Name) : ELON MUSK
SUPERIOR COURT OF CALIFORNIA, COUNTY OF LO ANGELES
STREET ADDRESS 111 NORTH HILL STREET

MAILING ADD RE SS -SAME AS ABOVE-

CITY ANDZIP CODE LOS ANGELES, CALIFORNIA 900 12

BRANCH NAME CENTRAL DISTRICT

PETITIONER: TALULAH RILEY

RESPONDENT ELON MUSK

DECLARATION REGARDING SERVICE OF DECLARATION CAS E NUMBER:

OF DISCLOSURE AND INCOME AND EXPENSE DECLARATION BD 557 350


D Petitioner's 11:1 Preliminary
11'.l Respondent's 11:1 Final

1. I am the 11'.l attorney for D petitioner 11:1 res pondent in th is matter.

2. D Petitio ner's 11'.l


respondent's Prelimin ary Declaration of Disclosure (form FL-140) and current* Income and Expense
Declaration (form FL-150) were served on 11'.l
attorn ey for IZJ
the other party
by IZJpersonal service D ma il D other (specify):
on (date): May 4, 2012

3. D Petitioner's 11'.l
respondent's Final Declaration of Disclosure (form FL-140) and current In come and Expense
Declaration (form FL-150) were served on 11'.l
attorney for 11:1
the other party
by: 11:1
personal service D mail D other (sp ecify):
on (date): May 4, 2012
4. D Service of D
petitioner's D
respondent's prelimin ary D fina l D
declaration of disclosure
D current income and expense declaration has been waived as fo ll ows :
a. D The parties ag reed to waive fina l declaration of disclosure requirem ents under Fami ly Code section 2105(d) . The
waiver was filed on (date):
b. D The party has fa iled to comply with disclosure requ irements and the court granted the request for voluntary wa iver
of receipt under Fami ly Code section 2107 on (date):
c. D Thi s is a default proceeding . Petitioner wa ives the fina l declaration disclosure requirements under Fam ily Code
section 2110.

* "C urrent" is defined as completed within the past three months providing no facts have changed. (Ca l. Ru les of Co urt, ru le 5.128.)

I declare under pena lty of perjury under the laws of the State of Ca liforn ia that the foregoing is true and correct.

Date: MAY 4, 2012

TODD A MARON, ESQ


(TYPE OR PR INT NAME) (S IGNATURE )

NOTE: File this document with the court.


Do not file a copy of the Preliminary or Final Declaration of Disclosure or any
attachments to either declaration of disclosure with this document.
Page 1of1

Form Adopted for Mandatory Use DECLARATION REGARDING SERVICE OF DECLARATION OF Family Code, 2104, 2105, 2106,
Judicial Council of California 2107, 2112
FL-141 [Rev. July 1, 2011] DISCLOSURE AND INCOME AND EXPENSE DECLARATION www.courls.ca.gov

(Family Law) MUSEL 3