{"efta_number": "EFTA02821977", "page_count": 23, "url": "https://epstein-data.com/EFTA02821977", "pdf_url": "https://epstein-data.com/pdf/EFTA02821977.pdf", "pages": [{"efta_number": "EFTA02821977", "page_number": 0, "text_content": "IN THE SI PERIOR COI 'RI\nOF TIM VIRGIN ISLANDS\n\nFILED\nMay 01, 2020\n\nIN THE SUPERIOR COURT OF THE VIRGIN ISLANDS\nDISTRICT OF ST.\n& ST. JOHN\n****************************\n\nTAMARA CHARLES\nCLERK OF THE COURT\n\nGH1SLAINE MAXWELL,\nCIVIL NO. ST-20-CV-155\nPlaintiff,\n)\n)\n)\nESTATE OF JEFFREY E. EPSTEIN, DARREN )\nK. INDYKE, in his capacity as EXECUTOR OF )\nTHE ESTATE OF JEFFREY E. EPSTEIN,\n)\nRICHARD D. KAHN, in his capacity as\n)\nEXECUTOR OF THE ESTATE OF JEFFREY )\nE. EPSTEIN, and NES, LLC, a New York\n)\n)\nLimited Liability Company,\n)\n)\nDefendants.\n)\nv.\n\nMOTION TO DISMISS\n& INCORPORATED MEMORANDUM OF LAW\nCOME NOW, DARREN K. INDYKE and RICHARD D. KAHN, by and though\ntheir undersigned counsel, in their capacity as Co-Executors of the Estate of Jeffrey E. Epstein\n(the \"Estate\"), and on behalf of the Estate and NES, LLC (\"NES\"), an entity administered in\nprobate by the Co-Executors as part of the Estate, and hereby move for an order pursuant to\nV.I. R. Civ. P. I2(bX6) dismissing the Complaint in this action filed by Plaintiff Ghislaine\nMaxwell (\"Maxwell\").\nI.\n\nPRELIMINARY STATEMENT\nIn her Complaint, Maxwell asserts an absolute right to indemnification and\n\nadvancement of expenses — unqualified in scope, unlimited in duration, and incalculable as to\namount — based on a purported promise \"to support her financially\" that she alleges was made\nby her former employer at least fourteen (14) years ago. (Complili 1, 9-11, 14, 15.) Setting\naside the dubious bonafides of Maxwell's claims, her action against the Co-Executors is barred\n\nEFTA02821977\n\n", "char_count": 1546}, {"efta_number": "EFTA02821977", "page_number": 1, "text_content": "Ghislaine Maxwell v. Estate ofJeffrey E. Epstein. et al.\nMotion to Dismiss & Incorporated Memorandum of Law\n\nCase No. ST-20-CVtSS\nPage 2 of 9\n\nby the mandatory claims processing rules set forth in 15 V.I.C. 606, which prohibit\ncommencement of any action prior to one (I) year after issuance of letters testamentary. And\nMaxwell's claims against NES, which she bases entirely on her \"belief' that its corporate\norganizational documents entitle her to \"mandatory indemnification and advancement\" of\nexpenses (Comp1.1 47), are defeated by the undisputed fact that those documents provide her\nno such right.\nFor these reasons, the Court must dismiss Maxwell's Complaint.\nII.\n\nRELEVANT FACTUAL BACKGROUND\nA.\n\nThe Probate Proceedings\n\nOn August 10, 2019, Jeffrey E. Epstein, a domiciliary of the U.S. Virgin Islands, died\ntestate in New York. On August 15, 2019, a Petition for Probate and for Letters Testamentary\nwas filed with the Probate Court of the U.S. Virgin Islands, Probate No. ST-19-PB-0000080.\nOn September 6, 2019, Magistrate Judge Carolyn P. Hermon-Percell issued Letters\nTestamentary to Darren K. Indyke and Richard D. Kahn. See Exhibit A. Since that time,\nMessrs. Indyke and Kahn have served as Co-Executors of the Estate.\nB.\n\nNature of the Action\n\nIn her three (3) count Complaint against the Co-Executors and NES, Maxwell seeks\ncommon law and contractual \"indemnification for and advancement of the attorneys' fees,\nsecurity costs, costs to find safe accommodation, and all other expenses Maxwell has\nreasonably incurred and will incur by reason of her prior employment relationship with\n[Mr. Epstein] and his affiliated businesses in connection with any threatened, pending, or\n\n1.\n\nMaxwell names the Estate itself as a defendant. However, that is improper: under Virgin Islands law, an\nestate does not have a separate identity and may not be sued as a party. See. e.g.. 31 Am. Jur. 2d Executors\nand Administrators § 1141 (2016) (\"Since estates are not natural or artificial persons, and\n... [truncated, 2181 chars — for the full page use /api/corpus/document/EFTA02821977/1 or ?id=EFTA02821977&page=1]", "char_count": 2181}, {"efta_number": "EFTA02821977", "page_number": 2, "text_content": "Ghislaine Maxwell v. Estate ofJeffrey E. Epstein. et at\nMotion to Dismiss & Incorporated Memorandum of Law\n\nCase No. ST-20-CV-ISS\nPage 3 of 9\n\ncompleted suit, proceeding, or investigation relating to Epstein, his affiliated business, and his\nalleged victims.\" (Compl. ¶ 1.)\nPlaintiff contends that she is entitled to indemnification and advancement of her\nexpenses because Mr. Epstein allegedly promised to \"support her financially\" and paid certain\nlitigation expenses for her when he was alive. (See Compl. ¶¶ 11-15, 18-19.) Maxwell further\nalleges that, following Mr. Epstein's death, Mr. Indyke acting in his capacity as a Co-Executor\nof the Estate \"made assurances\" to her that her past legal fees and obligations would be\nreimbursed by the Estate and paid going forward. (Id. ¶¶ 21-22.)\nSpecifically, Maxwell alleges that she was employed by Mr. Epstein and his affiliated\nbusinesses, including NES, from \"approximately 1999 through at least 2006.\" (Compl. ¶ 9.)\nDuring their relationship, Mr. Epstein purportedly \"promised Maxwell that he would support\nher financially.\" (Compl. ¶ 11.) Maxwell claims that Mr. Epstein made this promise to her on\nseveral occasions, both orally and in writing. (Compl. ¶ 12-14.) She further contends that,\nwhen she was leaving Mr. Epstein's employ in \"approximately 2001\" to start her own business,\nhe stated in writing that he would \"always support [her] financially.\" (Compl. ¶¶ 13-15.)2\nMaxwell does not allege that any lawsuits for which she seeks indemnification are\nrelated to her performance of legitimate, employment-related duties for Mr. Epstein or his\naffiliated businesses. To the contrary, the claims asserted against Maxwell to date relate to her\nown misconduct including that she sexually abused young women and, in one case, threatened\na potential witness' life.'\n\n2.\n\nMaxwell's written demand to the Estate for indemnification, dated November 22, 2019 and expressly\nreferenced in her Complaint (at paragraph 28), does not mention any written pr\n... [truncated, 2629 chars — for the full page use /api/corpus/document/EFTA02821977/2 or ?id=EFTA02821977&page=2]", "char_count": 2629}, {"efta_number": "EFTA02821977", "page_number": 3, "text_content": "Ghislaine Maxwell v. Estate ofJeffrey E. Epstein. et al.\nMotion to Dismiss & Incorporated Memorandum of Law\n\nCase No. ST-20-CV-I55\nPage 4 of 9\n\nHI. ARGUMENT\nA.\n\nPlaintiff's Claim is Premature, in Violation of 15 V.I.0 § 606(a).\n\nWhatever the purported merits of Plaintiff's claims, her lawsuit is premature. Maxwell\nmay not file a Complaint against the Co-Executors until twelve (12) months have elapsed after\nthe Probate Court issued Letters Testamentary. See 15 V.I.0 § 606(a). Here, that twelve (12)\nmonth period will not expire until September 6, 2020.\nChapter 23 of Title 15 of the Virgin Islands Code outlines the exclusive procedure for\npursuing a claim against executors of an estate. Section 606, entitled \"Commencement of\nAction against Executor or Administrator,\" sets forth mandatory claims-processing rules;\nSection 606(a) specifically provides:\n\"(a) An action may be commenced against an executor or administrator at\nany time after the expiration of twelve months from the granting of letters\ntestamentary or of administration and until the final settlement of the estate and\ndischarge of such executor or administrator from the trust, and not otherwise.\"\n(emphasis supplied)\nSection 606(a), which authorizes a plaintiff to commence an action against an estate's\nexecutor \"mandates that at the time of commencement ... the estate have been open for a\nminimum of twelve months... .\" Otdey v. Estate of Bell, 61 V.I. 480, 491492 (V.I. 2014)\n(emphasis added) (citing 15 V.I.C. § 606(a)). \"[S]ection 606 is an inflexible claims-processing\nrule that cannot be waived.\" Id. at 492.4\n\nThe Virgin Islands Legislature's twelve (12) month statutory waiting period is no fluke.\nRather, the requirement ensures that a claimant cannot bypass the probate process and relieves\n\n\"conspired with Jeffrey Epstein to commit repeated acts of sexual assault and harmful or offensive touching\nagainst Plaintiff\"); Jane Doe v. Indyke and Kahn. et at, Case No. I :20-cv-00484-JGK (S.D.N.Y.; Complaint\nfiled Jan\n... [truncated, 2615 chars — for the full page use /api/corpus/document/EFTA02821977/3 or ?id=EFTA02821977&page=3]", "char_count": 2615}, {"efta_number": "EFTA02821977", "page_number": 4, "text_content": "Ghislaine Maxwell v. Estate ofJeffrey E. Epstein. et at\nMotion to Dismiss & Incorporated Memorandum of Law\n\nCase No. ST-20-CV-I55\nPage 5 of 9\n\nthe Co-Executors from simultaneously defending the Estate in civil actions and probate\nproceedings. Weil. 61 V.I. at 495. This rule further ensures that a claimant cannot seek to\ngain priority over the Estate's assets by filing suit to the detriment of those claimants who\nadhere to the probate rules. Id. at 495-96.\n\"The Legislature has outlined in detail the duties of an executor or administrator\nin administering an estate and the process by which a creditor should seek to\nsatisfy his claim, all under the guidance and review of the Superior\nCourt. See 15 V.I.C. § 394; 15 V.I.C. § 240(c). Therefore, when looking\nat section 606 in the context of the entire probate scheme, it appears the\nLegislature intended section 606 'to regulate the process of obtaining review'\nby providing strict guidance for probate proceedings ... .\"\nOttley, 61 V.I. at 493.\nThe Legislature designed these mandatory rules to ensure the orderly and efficient\ndistribution of decedents' property. See id. at 490. Section 606 reflects the Legislature's intent\nto provide executors with a sufficient period of time in which to marshal an estate's assets, pay\ntaxes, analyze any claims filed against the estate and, depending on whether the executors\ndetermine them to be meritorious, allow or reject them. Section 606 then provides a claimant\nwith prompt summary review of her claim if the executors have rejected it. Id. at 494.\nHere, Maxwell violated the express strictures of Section 606(a): she did not wait twelve\nmonths to commence her action, thereby precluding the Co-Executors from proper\nconsideration of her claims. As noted above, the Probate Court issued Letters Testamentary\non September 6, 2019. See Exhibit A. Pursuant to Section 606(a), Maxwell is not permitted\nto file suit against the Co-Executors until September 6, 2020 at the earliest, and only then if\nthey\n... [truncated, 2204 chars — for the full page use /api/corpus/document/EFTA02821977/4 or ?id=EFTA02821977&page=4]", "char_count": 2204}, {"efta_number": "EFTA02821977", "page_number": 5, "text_content": "Ghislaine Maxwell v. Estate ofJeffrey E. Epstein. et al.\nMotion to Dismiss & Incorporated Memorandum of Law\n\nCase No. ST-20-CV-155\nPage 6 of 9\n\nOttley, 61 V.I., at 495 (citation omitted). The Court cannot allow Maxwell to jump the line, in\nviolation of the mandatory claims-processing rules enacted by the Legislature.5\nB.\n\nPlaintiff's Claim Against NES is Meritless as a Matter of Law.\n\nMaxwell's claim against NES is defeated by the very documents on which she relies.\nAs noted above, Maxwell asserts her \"belief\" that her employment relationship with NES\nentitles her to mandatory indemnification for and advancement of her fees and expenses\npursuant to NES' corporate organizational documents:\n\"Upon information and belief, the corporate organizational documents for NES,\nLLC entitle Maxwell to mandatory indemnification and advancement of legal\nfees, personal security costs, and other expenses incurred by reason of the\nemployment relationship with NES, LLC, including expenses incurred in\nconnection with the pending suits, proceedings, and investigations concerning\nEpstein's alleged misconduct.\"\n(Compl. 1 47; emphasis supplied.)\nUnfortunately for Maxwell, the truth is otherwise. As set forth in the Operating\nAgreement of NES, LLC dated January 1, 2014 (the \"NES Operating Agreement\", a copy of\nwhich is attached hereto as Exhibit C), NES has no obligation to indemnify Maxwell for or\nadvance her fees and expenses.' Rather, the NES Operating Agreement allows NES to decline\n\n5. To the extent that Maxwell relies on common-law indemnification, her claims are premature for another,\nindependent reason: under Virgin Islands law, a party may not assert a common-law claim for indemnification\nin a separate action before a judgment has been rendered against her. See Willie v. Amerada Hess Corp., 66\nV.1.23, 108, 2017 V.I. LEXIS 37,'132 (V.1. Super. Feb. 28, 2017).\n6. Because Maxwell expressly incorporates by reference NES's corporate organizational documents in her\nComplaint, the Court ma\n... [truncated, 3340 chars — for the full page use /api/corpus/document/EFTA02821977/5 or ?id=EFTA02821977&page=5]", "char_count": 3340}, {"efta_number": "EFTA02821977", "page_number": 6, "text_content": "Ghislaine Maxwell v. Estate ofJeffrey E. Epstein. et al.\nMotion to Dismiss & Incorporated Memorandum of Law\n\nCase No. ST-20-CV-I 55\nPage 7 of 9\n\nMaxwell's claims for indemnification and advancement of fees and expenses, in its sole\ndiscretion:\n\"...[T]he Company ... may indemnify, defend and hold harmless any employee\nor agent, who was or is a party or is threatened to be made a party to a\nthreatened, pending or completed action, suit or proceeding, from and against\nany expense, loss, damage or liability incurred or connected with, or any claim,\nsuit, demand, loss, judgment, liability, cost or expense ... arising from or related\nto, the Company ... or such employee or agent on behalf of the Company ...\nprovided that such amounts were not the result of fraud, gross negligence, or\nreckless or intentional misconduct on the part of ... such employee or agent\nagainst whom a claim is asserted. The Company may advance to ... any such\nemployee or agent ... the costs of defending any claim, suit or action against\nsuch person if such person undertakes to repay the funds advanced, with\ninterest, if the person is not entitled to indemnification under this Section.\"\n(Exhibit Cat Section VI.B.I, at pp. 5-6; emphasis supplied.)\nThe NES Operating Agreement thus provides NES with discretion to indemnify its\nemployees arising from performance of their job duties, provided that the employees did not\nengage in \"fraud, gross negligence, or reckless or intentional misconduct.\"' The Court should\nreject Maxwell's claim that, notwithstanding the explicit language in the Operating Agreement,\nNES is required to indemnify her for her own alleged misconduct. \"Ordinarily, when\nthe terms of a contract are unambiguous, the Superior Court treats the issue of the meaning of\nthose terms as a question of law... .\" United Corp. v. Tutu Park, Ltd., 55 V.I. 702, 707, (V.I.\n2011); see also Bluewater Construction, Inc. v. CBI Acquisitions, LLC, 70 V.I. 586, 608 (V.I.\nSuper. May 20, 2010) (interpretation of \n... [truncated, 2888 chars — for the full page use /api/corpus/document/EFTA02821977/6 or ?id=EFTA02821977&page=6]", "char_count": 2888}, {"efta_number": "EFTA02821977", "page_number": 7, "text_content": "Ghislaine Maxwell v. Estate ofJeffrey E. Epstein. etal.\nMotion to Dismiss & Incorporated Memorandum of Law\n\nmandatory indemnification, as pleaded.\n\nCase No. ST-20-CV-155\nPage 8 of 9\n\nAccordingly, it renders Maxwell's claim for\n\ncontractual indemnification meritless as a matter of law.\nNor does Maxwell fit the criterion under the NES Operating Agreement for mandatory\nindemnification of its employees or agents under the limited circumstance where that employee\nor agent has been successful in her defense of an action or proceeding. SeeExhibit C at Section\nVI.B.2, at p. 6. Here, Maxwell has not succeeded in defense of any action or proceeding against\nher. Because NES is not required to indemnify Maxwell for or advance any of her expenses,\nthe Court should dismiss her claim against it.'\nWHEREFORE, Defendants respectfully request that the Court dismiss the Complaint\nfiled by the Plaintiff in this action.\nRespectfully,\n\nDated: May I, 2020\n\n8.\n\nuNin\nKROBLIN, ESQ.\nANDREW W. HEYMANN, ESQ.\nWILLIAM L. BLUM, ESQ.\nSHARI N. D'ANDRADE, ESQ.\nMARJORIE WHALEN, ESQ.\nV.I. Bar Nos. 966, 266, 136, 1221 & R2019\nKELLERHALS\nKROBIAN PLLC\nPalms Professional Building\n9053 Estate M,\nSuite 101\nSt. =,\nV.I. 00802\nTelephone: (340) 779-2564\nFacsimile: (888) 316-9269\nEmail: ckroblin@kellfer.com\naheymann@solblum.com\nwblum@solblum.com\nsdandrade@kellfer.com\nmwhalen@kellfer.com\n\nMaxwell styles Count Three of the Complaint as one for contractual indemnification again NES \"and Other\nEntities\" (Compl. p. 7), but she names as defendants in this action no entities other than NES and the CoExecutors. And as to the other Epstein-affiliated entities Maxwell describes — the C.O.U.Q. Foundation,\nNew York Strategy Group, JEGE LLC, JEGE Inc. and LSJ, LLC (Compl. r 52)— she alleges only her \"belief'\nthat their corporate organizational documents \"likely provide a right to indemnity.\" (1d. 53; emphasis\nsupplied.) That is too thin a\nto satisfy the requirement that Plaintiff allege facts supporting all of the\nelements of \n... [truncated, 2029 chars — for the full page use /api/corpus/document/EFTA02821977/7 or ?id=EFTA02821977&page=7]", "char_count": 2029}, {"efta_number": "EFTA02821977", "page_number": 8, "text_content": "Ghislaine Maxwell v. Estate ofJeffrey E. Epstein, et al.\nMotion to Dismiss & Incorporated Memorandum of Law\n\nCase No. ST-20-CV-I55\nPage 9 of 9\n\nCERTIFICATE OF SERVICE\nI HEREBY CERTIFY that on this In day of May 2020, I caused a true and exact copy\nof the foregoing Motion to Dismiss & Incorporated Memorandum of Law to be served via\nelectronic mail upon:\nKyle R. Waldner,\nQuintairos, Prieto,\n& Boyer, P.A.\n9300 S. Dadeland Blvd., 4th Floor\nMiami, FL 33156\nkwaldner®qpwblaw.com\n\nKroblin\n\nEFTA02821985\n\n", "char_count": 501}, {"efta_number": "EFTA02821977", "page_number": 9, "text_content": "IN THE SUPERIOR COURT OF THE VIRGIN ISLANDS\nDIVISION OF ST.\nAND ST. JOHN\nIN THE MATTER OF THE ESTATE OF\nPROBATE NO. ST-19-PB-80\nJEFFREY E. EPSTEIN,\nDeceased\n\nLETTERS TESTAMENTARY\nTO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:\nKNOW YE, that the Last Will and Testament of JEFFREY E. EPSTEIN dated the 8th\nday of August 2019, which is hereto annexed, has been duly proven in this Court, and that\nDARREN K. INDYKE and RICHARD D. KAHN, who have been nominated as Co-Executors\ntherein have been duly appointed Co-Executors of the estate of JEFFREY E. EPSTEIN.\nThis, therefore, authorizes DARREN K. INDYKE and RICHARD D. KAHN to\nadminister the Estate of JEFFREY E. EPSTEIN, deceased, acc ding t la\nDATED:\n\nembev (p 4 ,2019\nC\n\nOLY P. HERM -PE ELL\n*strat Judge of the uperior Court\nof the Virgin Islands\n\nATTEST:\nESTRELLA H.\nClerk of the Court\nBy:\n-HODGE\nEDOTCIA\nCourt Clerk Supervisor 9 /\n\n/0166\n\nA CERTIFIED TRUE COPY\n\nExhibit A\n\nDATE Ofplt_rthrer\nESTRELLA-H. .GEORG E\n. CLERK OF THE COURT\nBY\n\n7#14afth) )\nCOURT CLERK II\nEFTA02821986\n\n", "char_count": 1034}, {"efta_number": "EFTA02821977", "page_number": 10, "text_content": "IN THE SUPERIOR COURT OF THE VIRGIN ISLANDS\nDIVISION OF ST.\nAND ST. JOHN\n\nIN THE MATTER OF THE ESTATE OF\nPROBATE NO. ST-19-PB-80\nJEFFREY E. EPSTEIN,\nDeceased\n\n)\n\nORDER FOR PROBATE\nUpon consideration of the Petition filed herein, and it appearing to the satisfaction of the\nCourt that JEFFREY E. EPSTEIN died, testate, in Manhattan, New York, on August 10, 2019,\nand the adult heirs-at-law and next of kin of the deceased have been served with process or have\nconsented to said Petition, and the Last Will and Testament of JEFFREY E. EPSTEIN dated\nthe fith day of August 2019 having been duly proved in this Court, and there being no valid\nobjection to the probate of the said Will, it is\nORDERED that the Will is admitted to probate and recorded as the Last will and\nTestament of JEFFREY E. EPSTEIN valid to pass real and personal property, and that Letters\nTestamentary be issued to DARREN K. INDYKE and RICHARD D. KAHN, the CoExecutors named therein, who may qualify hereunder without bond, conditioned on the faithful\nperformance of trust.\nIN TESTIMONY WHEREOF 1 have hereunto subscribed my name and caused the Seal\nof the Court to be affixed this\n\nday of\n\n20149.\n\n'ARO .YN P. HEI ION-PERCELL\nlagistrate Judge of the Superior Court\nof the Virgin Islands\n\nATTEST:\nESTRELLA H.\nClerk of the Court\n\nA CERTIFIED TRUE COPY\nN1C3-4,By:1LfCh0\nEDOTCIA\nHODGE\nCourt Clerk Supervisor 9 / (a\n\n/076/i\n\nDATEaeekabec.,/4,_\n. _piq\nEST, ELLA I-I. GEOlt(W\n(..._\ni CLERK\nBY\nma tal2/da\nCOURT-CLEKK II •\nEFTA02821987\n\n", "char_count": 1498}, {"efta_number": "EFTA02821977", "page_number": 11, "text_content": "Haddon.\n\nHADDON\nPi\n\nand\nrc\nJeffrey S. Pagliuca\n\n150 East 10th Avenue\nDenver. Colcrado 80203\n303.831.7364 N 303.832.2628\nwww.hrnfiaw.com\njpaglluca@hmtlow.com\n\nNovermber 22, 2019\nVIA EMAIL\nDarren K. Indyke\nRichard D. Kahn\ndo William L. Blum, Esq.\nKellerhals MKroblin PLLC\n9053 Estate\nSuite 101\nSt. M,\nV.I. 00802\nwblum@solblum.com\nRE: Demand for Indemnification\nDear Mr. Indyke and Mr. Kahn:\nOur firm and\n& Gresser LLP represent Ghislaine Maxwell in connection with\nlegal proceedings related to events that occurred while she was employed by Jeffrey Epstein and\nhis affiliated businesses. On behalf of Ms. Maxwell, we write to respectfully request that the\nEstate of Jeffrey Epstein indemnify and advance expenses to Ms. Maxwell for attorneys' fees,\nsecurity costs, and all other expenses reasonably incurred by reason of her prior employment\nrelationship with Mr. Epstein and his affiliated businesses in connection with any threatened,\npending, or completed suit, proceeding, or investigation relating to Mr. Epstein, his affiliated\nbusinesses, and his alleged victims.\nFrom approximately 1999 through 2009, Ms. Maxwell was employed by Mr. Epstein\nindividually, and by several of his affiliated businesses, including, but not limited to, NES LLC,\nNew York Strategy Group, JEGE LLC, JEGE Inc., and LSJ LLC. Pursuant to the relevant\ncorporate organizational documents, Ms. Maxwell is entitled to mandatory indemnification and\nadvancement of expenses incurred by reason of her employment relationship with Mr. Epstein\nand his affiliated businesses, including attorneys' fees (both from our firm and\nGresser), as well as relocation and security costs, all of which are ongoing, extensive, and\ndirectly related to the pending suits, proceedings, and investigations concerning Mr. Epstein's\nalleged misconduct.\nAccordingly, we request that you provide copies of any documents in your possession\nsetting forth applicable indemnification and/or advancement rights and policies, including,\namong other things, \n... [truncated, 2177 chars — for the full page use /api/corpus/document/EFTA02821977/11 or ?id=EFTA02821977&page=11]", "char_count": 2177}, {"efta_number": "EFTA02821977", "page_number": 12, "text_content": "Darren K. Indyke\nRichard D. Kahn\nNovember 22, 2019\nPage 2\nMaxwell. In addition, we request that you provide copies of any other documents, including any\napplicable insurance policies, that provide for indemnification and/or advancement for former\nemployees of Mr. Epstein and his affiliated businesses.\nIn addition, please note that Ms. Maxwell is entitled to indemnification and advancement\ngiven that Mr. Epstein, on more than one occasion, promised that he would indemnify Ms.\nMaxwell and advance any expenses incurred by reason of her prior employment relationship\nwith him and his affiliated businesses. Mr. Epstein's oral promise is evidenced by the fact that,\namong other things: (1) Mr. Epstein indemnified Ms. Maxwell and advanced le al fees and\nsettlement costs when they were incurred in connection with the lawsuit filed by\n(Jane Doe 43 v. Epstein et al, 17-cv-00616-JGK); and (2) Mr. Epstein indemnified and advanced\nI al f\nexpenses for a number ofother em loyees in other various lawsuits, including\n. Mr. Epstein's oral promises to Ms. Maxwell\nLeslie Groff, and\n517 F.\nare enforceable as a matter of law. See, e.g., Barclays Bank ofNew York v. =l,\nSupp. 403, 414 (S.D.N.Y. 1981); Hyatt Legal Servs. v. Ruppitz, 620 So. 2d 1134, 1136 (Fla. Dist.\nCt. App. 1993).\nMs. Maxwell is further entitled to indemnification under common law. Common law\nindemnity is an equitable concept that works to shift liability when failure to do so would result\nAssocs.,\nin \"the unjust enrichment of one party at the expense of another.\" Mas v. Two\n75 N.Y.2d 680, 689-91 (1990). All of the jurisdictions in which Ms. Maxwell carried out her\nrelevant employment duties—New York, Florida, New Mexico, and the U.S. Virgin Islands—\nrecognize a common law right to indemnification, which allows for the shifting of liability to\navoid\nfaimess of holding one party liable solely on account of the wrongdoing of another.\nSee\nv. Shared Equities, Co., 281 A.D.2d 174, 175, 721 N.Y.S.2d 634, 635 (1st Dep't\n2001) (reco\n... [truncated, 3391 chars — for the full page use /api/corpus/document/EFTA02821977/12 or ?id=EFTA02821977&page=12]", "char_count": 3391}, {"efta_number": "EFTA02821977", "page_number": 13, "text_content": "Darren K. Indyke\nRichard D. Kahn\nNovember 22, 2019\nPage 3\namount of $101,527.67 (Affidavit Exhibit A); legal fees and costs paid to\n& Gresser,\nLLP, in the amount of $318,093.04 (Affidavit Exhibit B) and security/relocation costs paid to\nThe Next Step (Veterans Transition) Ltd in the amount of £154,345.46 (Affidavit Exhibit C).\nIn light of the serious and time-sensitive nature these issues, we appreciate your prompt\nresponse to this demand.\nBess egards,\n\nJe\n\ny S. Pagliuca\n\nCc:\n\nKroblin (ckroblin@kellfer.com)\nShari N. D'Andrade (sdandrade@kellfer.com)\nMarjorie Whalen (mwhalen@kellfer.com)\nMark S.\n(mcohen®cohengresser.com)\nChristian R. Everdell (ceverdell@cohengresser.com)\n\nEFTA02821990\n\n", "char_count": 694}, {"efta_number": "EFTA02821977", "page_number": 14, "text_content": "AFFIDAVIT OF GHISLANE MAXWELL\n\nI, Ghislane Maxwell, of legal age and sound mind and body deposes and states:\nI have personal knowledge of the statements I make in this Affidavit and am\n1.\nauthorized to make them.\n2.\nI have reviewed the letter by my lawyer, Jeffrey Pagliuca, requesting that the\nEstate of Jeffrey Epstein defend and indemnify mc. This affidavit is attached as Exhibit 1 to that\nletter and I affirm and verify that the factual statements contained in the letter are true.\nFrom approximately 1999 through 2009, I was employed by Mr. Epstein\n3.\nindividually, and by several of his affiliated businesses, including, but not limited to, NES LLC,\nNew York Strategy Group, JEGE LLC, JEGE Inc., and LSJ LLC.\n4.\nMr. Epstein, on more than one occasion, promised that he would indemnify,\ndefend, and advance any expenses incurred by reason of my prior employment relationship with\nhim and his affiliated businesses.\nI have incurred substantial expenses defending myself against false accusations\n5.\nand investigations arising out of my employment relationship with Mr. Epstein and his\ncompanies. The invoices attached to this affidavit as Fxhibits A, B, and C are true and accurate\n(redacted) copies of bills that I have paid and am responsible for paying. These expenses are\nongoing.\n6.\nMy legal expenses were and are reasonable and necessary and directly related to\nmy prior employment with Mr. Epstein and his companies.\n7.\nAs a result of the enormous publicity surrounding the criminal and civil lawsuits\nagainst Mr. Epstein and the false portrayal of me as an accomplice to Mr. Epstein I continue to\nreceive death threats on a regular basis. Because of the death threats and the media frenzy I have\nneeded to hire security guards and relocate to an undisclosed location for an unknown amount of\ntime.\n\nI certify that, under the penalty of perjury that the above written statements herein are\ntrue and accurate to the best of my knowledge.\n\nSignature: Ghi\n\nMaxwell\n\n1\nEXHIBIT 1\n\nEFTA02821991\n... [truncated, 2002 chars — for the full page use /api/corpus/document/EFTA02821977/14 or ?id=EFTA02821977&page=14]", "char_count": 2002}, {"efta_number": "EFTA02821977", "page_number": 15, "text_content": "15 Half Moon Street, London WU 7DZ, United Kingdom\nSworn to and subscribed thisi2-4\n\nday of W\\201\n\n9. Vann my hand.\n\nSolicitor:\n\ns,,,(ve,,,\n16 Wali\"\n\nEXHIBIT 1\n\nEFTA02821992\n\n", "char_count": 175}, {"efta_number": "EFTA02821977", "page_number": 16, "text_content": "OPERATING AGREEMENT\nOF\nNES, LLC\nA New York Limited Liability Company\nTHIS OPERATING AGREEMENT (this \"Agreement\") of NES, LLC, a New York limited\nliability company (the \"Company\"), organized under the Limited Liability Company Law of the\nState of New York (this \"LLC Law\") is adopted as of January 1, 2014 by the Company's sole\nmember, Jeffrey E. EpsteirSreinafter referred to as \"Sole Member\"), with an address at 6100 Red\nHook Quarter, B3, St.\nU.S. Virgin Islands 00802, who has determined that the Company's\nactivities and the rights and responsibilities of its members shall be governed by the following terms\nand conditions:\nSECTION I\nORGANIZATION & FORMATION\nA. Formation. The Company has been organized as a New York limited liability company\nunder and pursuant to the LLC Law by the filing of Articles of Organization (\"Articles\") with the\nSecretary of State of the State of New York on August 13, 1998, as required by the LLC Law.\nB. Name. The name of the Company shall be \"NES, LLC\". The Company upon proper\nnotice and filing with the Secretary of State of the State of New York may conduct its operations\nunder one or more assumed names.\nC. Purposes. The purpose of the Company is to engage in any lawful activity, operate any\nlawful enterprise or to have any other lawful purpose permitted by the LLC Law and the other\napplicable laws of the State of New York. The Company shall have all the powers necessary or\nconvenient to affect any purpose for which it is formed, including all powers granted by the LLC\nLaw.\nD. Duration. The Company shall continue in existence perpetually, beginning on the date\nof filing of the Articles, unless terminated by law or dissolved and terminated.\nE. Service Address and Place of Business. The Secretary of State of the State of New York\nis designated as the agent of the Company upon whom process against the Company may be served.\nThe post office address within or without the State of New York to which process so served may be\nsent is 9 East 71' Stre\n... [truncated, 2234 chars — for the full page use /api/corpus/document/EFTA02821977/16 or ?id=EFTA02821977&page=16]", "char_count": 2234}, {"efta_number": "EFTA02821977", "page_number": 17, "text_content": "SECTION II\nCAPITAL STRUCTURE: MEMBERSHIP UNITS AND\nCONTRIBUTIONS/TRANSFER OF MEMBERSHIP UNITS\nA. Capital Contribution by the Sole Member: Initial Issuance. The Sole Member's\nownership rights in the Company shall be reflected as a 100% membership interest as recorded in\nthe Company's records. The Sole Member may make additional capital contributions from time to\ntime and at any time and in any amounts that he may desire.\nB.\nTransfer of Membership Interest. Subject to the provisions of this Section, a\nMember may transfer and assign all or a portion of his interest as a member in the Company\n(\"Membership Interest\") to any one or more persons or entities, at any time and from time to\ntime. The transfer and assignment of all or a portion of a Membership Interest does not, in and of\nitself, entitle the assignee to participate in the management and affairs of the Company or to\nbecome a member. Such assignee is only entitled to receive, to the extent assigned, the\ndistributions the assigning Member would otherwise be entitled to, and such assignee shall only\nbecome an assignee of all or a portion of a Membership Interest and not a substitute Member.\nAn assignee of all or a portion of a Membership Interest shall be admitted as a substitute\nMember and shall be entitled to all the rights and powers of the assignor only if all the Members\nconsent. If admitted, the substitute Member, has to the extent assigned, all of the rights and\npowers, and is subject to all of the restrictions and liabilities, of a Member of the Company.\nNotwithstanding the foregoing, without the consent of any other Member, the Sole Member may,\nby a duly executed agreement with the assignee, assign any or all of the Membership Interest\nthen held by the Sole Member, together with the Sole Member's management and voting rights\nin the Company with respect to the portion of the Membership Interest so assigned, and, upon the\nconsummation of such assignment, the assignee thereof shall be automatically admitted a\n... [truncated, 3095 chars — for the full page use /api/corpus/document/EFTA02821977/17 or ?id=EFTA02821977&page=17]", "char_count": 3095}, {"efta_number": "EFTA02821977", "page_number": 18, "text_content": "1. Increases in Capital Account. The Capital Account of each Member shall be\nincreased by:\n(a)\nThe fair market value of the Member's initial capital contribution and any\nadditional capital contributions by the Member to the Company. If any property,\nother than cash, is contributed to or distributed by the Company, the adjustments to\nCapital Accounts required by Treasury Regulation Section 1.704-1(bX2Xiv)(d), (e),\n(0 and (g) and Section 1.704-1(bX4)(1) shall be made.\n(b)\nThe Member's share of the increase in the tax basis of Company property, if\nany, arising out of the recapture of any tax credit.\n(c)\n\nAllocations to the Member of Profit.\n\n(d)\nCompany income or gain (including income and gain exempt from income\ntaxation) as provided under this Agreement, or otherwise by Regulation Section\n1.704-1(bX2Xiv).\n(e)\n\nThe amount of Company liabilities that are assumed by the Member.\n\n2. Decreases in Capital Account. The Capital Account of each Member shall be\ndecreased by:\n(a)\nThe amount of money distributed to the Member by the Company pursuant\nto any provision of this Agreement.\n(b)\nThe fair market value of property distributed to the Member by the Company\n(net of liabilities secured by such distributed property that Member is considered to\nassume or take subject to under Code Section 752).\n(c)\n\nAllocations to the Member of Losses.\n\n(d)\nAllocations to the Member of deductions, expenses, Nonrecourse\nDeductions and net losses allocated to him pursuant to this Agreement, and the\nMember's share of Company expenditures which are neither deductible nor properly\nchargeable to Capital Accounts under Code Section 705(aX2)(8) or are treated as\nsuch expenditures under Treasury Regulation Section 1.704-1(bX2)(ivXj).\n\"Nonrecourse Deductions\" shall have the meaning set forth in Treasury Regulation\nSection 1.704-2.\n(e)\nThe amount of any liabilities of the Member that are assumed by the\nCompany.\n\n3\n\nEFTA02821995\n\n", "char_count": 1924}, {"efta_number": "EFTA02821977", "page_number": 19, "text_content": "SECTION IV\nALLOCATIONS AND DISTRIBUTIONS\nA. Allocations. For purposes of maintaining each Member's Capital Account, all of the\nCompany's net profits, net losses, expenses and other items of income, gain, loss, and credit shall be\nallocated to the Member in proportion to the percentage Membership Interest of such Member. All\nitems of Company taxable income, gain, loss, deduction, and credit recognized or allowable for\nFederal income tax purposes shall be similarly allocated and credited or charged to each Member in\nproportion to the percentage Membership Interest held by such Member.\nB. Distributions. Net cash flow shall be distributed at such times and in such amounts as\nmay be determined from time to time and at any time by the Sole Member of the Company in the\nfollowing priority:\n1. First, to the Members in repayment of any advance of funds to the Company as a\nlender, to the extent of and in proportion to such advances, including interest thereon, if any;\n2. Additional distributions, if any will be made to the Members in proportion to the\npercentage Membership Interests held by them, respectively, in such amounts and at such\ntimes as may be determined by the Sole Member of the Company.\n\nC. Distribution upon Liquidation of the Company.\n1. At the termination of the Company and after the Company has satisfied or\nprovided for the satisfaction of all the Company's debts and other obligations, the\nCompany's assets will be distributed in cash to the Members first, in discharge of their\nrespective capital interests; and then, in proportion to the percentage Membership Interests\nheld by them, respectively.\n2. If the Company lacks sufficient assets to make the distributions described in the\nforegoing paragraph, the Company will make distributions in proportion to the respective\nMembership Interests of the Members.\nSECTION V\nMANAGEMENT OF BUSINESS\nA. In General. The Company shall be member-managed. The Members of the Company\nshall manage the business and affairs of the Compa\n... [truncated, 2594 chars — for the full page use /api/corpus/document/EFTA02821977/19 or ?id=EFTA02821977&page=19]", "char_count": 2594}, {"efta_number": "EFTA02821977", "page_number": 20, "text_content": "B.\nLimitation of Manager's Authority. Notwithstanding anything to the contrary\nprovided in the foregoing, the written consent of the Sole Member shall be required to:\n1.\n2.\n3.\n4.\n5.\n6.\n7.\n8.\n9.\n\nSell, transfer, assign, convey, or otherwise dispose of any part of the Company's\nassets;\nCause the Company to incur any debt in excess of $5,000, whether or not in the\nordinary course of business;\nCause the Company to incur any debt less than $5,000 other than in the ordinary\ncourse of business;\nCause the Company to encumber any assets in connection with any debt referred to\nin clause 2 or 3 above;\nIssue or sell, or approve the transfer, assignment, conveyance or other disposition of\nall or any portion of any Membership Interest in the Company;\nAdopt, amend or repeal the Operating Agreement of the Company;\nApprove a plan of merger of the Company with any other entity;\nIncur any single expense or combination of related expenses in excess of $5,000;\nCause the Company to make any distributions to its Members.\n\nC. Voting of Membership Interests. A Membership Interest is entitled to be voted only if\nit is owned by a Member, and the relative weight of the vote of each such Membership Interest\nshall be proportionate to such Member's percentage Membership Interest. Neither an assignee\nnor a transferee may vote a Membership Interest unless such assignee or transferee is admitted as\na Member.\nSECTION VI\nEXCULPATION OF LIABILITY: INDEMNIFICATION\nA. Exculpation of Liability. Unless otherwise provided by law or expressly assumed\npursuant to a written instrument signed by such person, neither the Sole Member nor any other\nsubsequent Member of the Company shall be personally liable for the acts, debts or liabilities of the\nCompany.\nB. Indemnification.\n1. Except as otherwise provided in this Section, the Company, its receiver or its trustee\nshall indemnify, defend and hold harmless the Sole Member, each other subsequent Member and\ntheir respective heirs, personal representatives, and succe\n... [truncated, 2905 chars — for the full page use /api/corpus/document/EFTA02821977/20 or ?id=EFTA02821977&page=20]", "char_count": 2905}, {"efta_number": "EFTA02821977", "page_number": 21, "text_content": "Member, such subsequent Member or any such employee or agent and their respective heirs,\npersonal representatives, and successors the costs of defending any claim, suit or action against\nsuch person if such person undertakes to repay the fluids advanced, with interest, if the person is\nnot entitled to indemnification under this Section.\n2. To the extent that the Sole Member, such subsequent Member, or any such employee or\nagent of the Company has been successful on the merits or otherwise in defense of an action, suit\nor proceeding or in defense of any claim, issue or other matter in the action, suit or proceeding,\nsuch person shall be indemnified against actual and reasonable expenses, including, without\nlimitation, attorneys' fees, incurred by such person in connection with the action, suit or\nproceeding and any action, suit or proceeding brought to enforce the mandatory indemnification\nprovided herein.\n3. Any indemnification permitted under this Section, unless ordered by a court, shall be\nmade by the Company only as authorized in the specific case upon a determination that the\nindemnification is proper under the circumstances because the person to be indemnified has met\nthe applicable standard of conduct and upon an evaluation of the reasonableness of expenses and\namounts paid in settlement. This determination and evaluation shall be made by the vote of the\nmajority of the percentage Membership Interests. Notwithstanding the foregoing to the contrary,\nno indemnification shall be provided to any Member, employee or agent of the Company for or\nin connection with the receipt of a financial benefit to which such person is not entitled, voting\nfor or assenting to a distribution to the Members in violation of this Agreement or the LLC Law,\nor a knowing violation of other law.\nSECTION VII\nLIOUIDATION\nThe Company shall be dissolved, and shall terminate and wind up its affairs, upon the\ndetermination of the Sole Member to do so.\nSECTION VIII\nMISCELLANEOUS PROVISIONS\nA. S\n... [truncated, 2768 chars — for the full page use /api/corpus/document/EFTA02821977/21 or ?id=EFTA02821977&page=21]", "char_count": 2768}, {"efta_number": "EFTA02821977", "page_number": 22, "text_content": "D. finding Effect. Subject to the provisions of this Agreement relating to transferability,\nthis Agreement will be binding upon and shall inure to the benefit of the parties, and their respective\ndistributees, heirs, successors and assigns.\nE. Governing Law. The rights and obligations of the Sole Member, and any claims and\ndisputes relating thereto, shall be subject to and governed by, and construed and enforced in\naccordance with the laws of the State of New York, including without limitation, the LLC Law, as\nwell as all New York Laws applicable to contracts executed and to be fully performed within the\nState of New York, without application of New York's laws relating to conflicts of law.\nIN WITNESS WHEREOF, the Sole Member makes and executes this Operating\nAgreement on the day and year first written above.\n_\nSOLE MEMIJEFa---------\n\nJeffity E. Epstein\n\n7\n\nEFTA02821999\n\n", "char_count": 884}]}