1035-00005 · Marguerite Delp · Engagement & Administration

engagement-letter-fonseca.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

350 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 555-7200 Facsimile: (213) 555-7201 www.calderwoodharkness.com

October 12, 2022

VIA HAND DELIVERY AND ELECTRONIC MAIL

Ms. Marguerite D. Fonseca 1847 Coldwater Canyon Drive Beverly Hills, CA 90210

Re: Engagement of Calderwood & Harkness LLP — In re Estate of Teodoro R. Fonseca, Deceased; Los Angeles County Superior Court, Probate Division, Case No. 22STPB09714

Our Matter No.: 1035-00005

Dear Ms. Fonseca:

1. Introduction and Purpose

Thank you for selecting Calderwood & Harkness LLP ("the Firm," "we," or "us") to serve as your legal counsel. We are honored by the confidence you have placed in us, and we are committed to providing you with the highest quality legal representation throughout the course of this matter.

This letter confirms the Firm's engagement to represent you in the contested probate proceeding arising from the death of your husband, Teodoro R. Fonseca ("Decedent"), who passed away on September 3, 2022. It is our understanding, based on the information you have provided and the investigation conducted to date, that Mr. Fonseca died intestate — that is, without a valid last will and testament or revocable living trust in effect at the time of his death. As a result, the administration of his estate is governed by the intestacy provisions of the California Probate Code.

The relevant court proceeding has been initiated in the Los Angeles County Superior Court, Probate Division, under Case No. 22STPB09714. A Petition for Letters of Administration was filed on your behalf on October 5, 2022, seeking your appointment as administrator of the Decedent's estate. We anticipate that this proceeding may involve contested issues concerning the identification, characterization, and distribution of estate assets, as well as competing claims by other potential beneficiaries under California's intestacy scheme.

The purpose of this letter is to set forth the terms and conditions governing the attorney-client relationship between you and Calderwood & Harkness LLP. We ask that you review this letter carefully and in its entirety. If you have any questions about any provision of this letter, please do not hesitate to contact me directly. Your signature at the conclusion of this letter will signify your agreement to these terms.

2. Scope of Representation

Calderwood & Harkness LLP will represent you in your capacity as the surviving spouse of Teodoro R. Fonseca and as petitioner in the contested probate of the Estate of Teodoro R. Fonseca, Deceased, pending in the Los Angeles County Superior Court, Probate Division, Case No. 22STPB09714. The specific scope of our representation includes, but is not limited to, the following:

(a) Petition for Letters of Administration. Prosecution of the Petition for Letters of Administration filed on October 5, 2022, and all related proceedings necessary to secure your appointment as administrator of the Decedent's estate, including any bond or waiver-of-bond proceedings, the issuance of Letters of Administration, and the filing of all requisite statutory notices to creditors, heirs, and other interested parties.

(b) Defense Against Objections by Contestants. Defense against any objections, competing petitions, or other challenges filed by the Decedent's adult children from a prior marriage — specifically, Rafael T. Fonseca, Isabela C. Fonseca-Greer, and Nicolás R. Fonseca (collectively referred to herein as the "Contestants") — including any petitions by the Contestants seeking their own appointment as administrator or co-administrators of the estate, or any objections to your appointment in that capacity.

(c) Asset Characterization. Addressing any and all claims, disputes, or proceedings regarding the characterization of estate assets as community property or separate property under California law, including, without limitation, claims pertaining to the Decedent's interests in the following assets:

(i) Lumiére Canyon Studios LLC, a California limited liability company;

(ii) Pacific Rim Narrative Partners LLC, a Delaware limited liability company;

(iii) Real property located at 1847 Coldwater Canyon Drive, Beverly Hills, California 90210;

(iv) Real property located at 27100 Pacific Coast Highway, Malibu, California 90265;

(v) Financial accounts maintained at Veltara Basin Bank, N.A., including all checking, savings, brokerage, and investment accounts held individually by the Decedent or jointly with you; and

(vi) intellectual property assets, including but not limited to screenwriting credits, residual interests, copyright interests, and any related royalty streams attributable to the Decedent's creative works.

(d) Premarital Agreement and Spousal Rights Claims. Responding to any claims asserted by the Contestants or any other party regarding the existence, validity, or enforceability of any purported premarital, postmarital, or other agreement that may affect your rights as the surviving spouse of the Decedent, including claims that a premarital agreement limits or modifies your community property interest, your intestate share, or your rights under the California Probate Code, including without limitation your right to elect against any purported testamentary disposition.

(e) Settlement, Mediation, and Alternative Dispute Resolution. Settlement negotiations, mediation, and any other alternative dispute resolution proceedings that may arise or be ordered by the Court in connection with the contested probate, including preparation for and participation in any such proceedings.

(f) Coordination with Third-Party Professionals. Coordination with appraisers, business valuators, forensic accountants, forensic document examiners, intellectual property valuation experts, and other third-party professionals as reasonably necessary to support your position in the probate proceeding and to ensure the accurate identification, valuation, and characterization of estate assets.

(g) Court Appearances, Motions, and discovery. All related court appearances, including status conferences, hearings on motions and petitions, evidentiary hearings, and any trial proceedings before the Probate Division. This includes all motion practice — whether offensive or defensive — as well as the conduct and defense of all formal and informal discovery, including interrogatories, requests for production of documents, requests for admissions, depositions of fact and expert witnesses, and subpoenas to third parties.

Limitations on Scope. It is important that you understand that the scope of this engagement is limited to the contested probate proceeding described above. This engagement does not include tax planning or tax advisory services; the preparation of federal, state, or local tax returns (including estate tax returns, fiduciary income tax returns, or gift tax returns); real estate transactional matters (such as the sale, refinancing, or transfer of real property); general corporate or business law advisory services pertaining to the Decedent's entities; family law matters; or any other legal matters not directly related to the probate proceeding as described herein, unless we separately agree in writing to expand the scope of this engagement.

If at any time during the representation you require legal services beyond the scope described above, we would be pleased to discuss those needs with you. Any expansion of the scope of our engagement will be documented in a separate engagement letter or a written amendment to this letter, executed by both parties.

3. Engagement Team

We have assembled a team of experienced attorneys to represent you in this matter. The members of your engagement team are as follows:

Howard Quinn — Responsible Partner. Howard will have overall responsibility for the engagement and will serve as your primary point of contact at the Firm. Howard is a partner in the Firm's Trusts and Estates Litigation Practice Group, with extensive experience in contested probate proceedings, will contests, trust disputes, and related fiduciary litigation. He has been admitted to the State Bar of California since 2001 and has represented clients in numerous high-value estate disputes in the Los Angeles County Superior Court and other jurisdictions. Howard can be reached directly at (213) 555-7218 or hquinn@calderwoodharkness.com.

Patricia Dunmore — Billing Partner. Patricia will oversee the billing and financial aspects of the engagement, including the review and approval of all invoices rendered in connection with this matter. Patricia is a partner in the Firm's Trusts and Estates Litigation Practice Group and has been admitted to the State Bar of California since 1998. She brings significant experience in the administration of complex estates and the resolution of inter-family disputes over inherited wealth. Should you have any questions or concerns regarding billing matters, Patricia may be reached at (213) 555-7235 or pdunmore@calderwoodharkness.com.

Elliot Nguyen — Lead Associate. Elliot will handle the day-to-day management of the matter, including legal research, case strategy development, and the drafting of court filings, discovery, and correspondence. Elliot is a senior associate in the Firm's Trusts and Estates Litigation Practice Group and has been admitted to the State Bar of California since 2018. He has substantial experience in probate litigation, including contested administrations and asset characterization disputes. Elliot may be reached at (213) 555-7242 or enguyen@calderwoodharkness.com.

Grace Nakamura — Working Associate. Grace will provide legal research, document review, and drafting support in connection with the engagement. Grace is an associate in the Firm's Trusts and Estates Litigation Practice Group and has been admitted to the State Bar of California since 2020. Grace may be reached at (213) 555-7251 or gnakamura@calderwoodharkness.com.

From time to time, additional attorneys, paralegals, legal assistants, or other Firm staff may be assigned to work on your matter as reasonably necessary to ensure the efficient and effective handling of the representation. We will provide you with prior notice of any such assignments where practicable. Notwithstanding any changes to the engagement team, Howard Quinn will remain your primary point of contact and the partner responsible for the overall direction of the engagement.

4. Fees and Billing Rates

Our representation of you in this matter will be on an hourly fee basis. This means that you will be charged for the actual time spent by each member of the engagement team on work performed in connection with your matter, at the applicable hourly rate for that timekeeper.

The Firm's current standard hourly rates for the categories of timekeepers who may work on your matter are as follows:

These hourly rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 of each calendar year. We will provide you with advance written notice of any changes to the applicable hourly rates before any adjusted rates are applied to your matter.

All time spent on the engagement is recorded in increments of one-tenth (0.1) of an hour (i.e., six-minute increments). The fees charged to you will reflect the actual time spent by each timekeeper on tasks related to your matter, including but not limited to legal research, drafting and review of documents, court appearances, telephone conferences, correspondence, intra-office consultations, and travel time where applicable.

5. Costs and Expenses

In addition to professional fees for legal services, you will be responsible for the payment of all costs and expenses reasonably incurred by the Firm in connection with the representation. Examples of reimbursable costs and expenses include, but are not limited to, the following:

(a) Court filing fees, service of process charges, and other fees imposed by the court or clerk's office;

(b) Fees and costs of retained experts and third-party professionals, including but not limited to appraisers (e.g., business valuation professionals and intellectual property appraisal specialists), forensic document examiners, forensic accountants, and consulting or testifying experts;

(d) Travel expenses, including airfare, lodging, ground transportation, and meals, if travel is required in connection with the representation;

(e) Photocopying, printing, scanning, and document production charges;

(f) Electronic legal research charges (e.g., Westmark Data Systems, Sundial Solutions, and similar databases);

(g) Messenger services and overnight or express delivery charges (e.g., Severin Partners LLC, Halcyon Partners LLC, or similar carriers);

(h) Long-distance telephone charges and conference call service fees; and

(i) Court reporter fees, transcript costs, and videography costs associated with depositions and hearings.

All costs and expenses will be billed to you at the actual amounts incurred by the Firm, without markup or surcharge. In circumstances where significant costs are anticipated — such as retainers required by expert witnesses, mediators, or other third-party professionals — the Firm may request advance payment of such costs from you prior to their incurrence. We will discuss any such anticipated costs with you in advance and seek your approval before retaining any expert or third-party professional whose fees are expected to be substantial.

6. Retainer

Upon your execution of this engagement letter, you agree to pay to Calderwood & Harkness LLP an initial retainer in the amount of One Hundred Fifty Thousand Dollars ($150,000.00).

The retainer is an "evergreen" retainer, meaning that it will be deposited into and held in the Firm's Client Trust Account (IOLTA) maintained at Veltara Basin Bank, N.A., in compliance with the California Rules of Professional Conduct governing the handling of client funds. The retainer will be applied against outstanding invoices for fees and costs as they become due. Specifically, upon the rendering of each monthly invoice, the Firm will apply funds from the retainer to satisfy the amounts owed on that invoice, and the retainer balance will be reduced accordingly.

When the retainer balance has been drawn down by application to invoices, you agree to replenish the retainer to its original amount of $150,000.00 upon written request by the Firm. The Firm will provide you with a written notice specifying the amount required to restore the retainer to the original level, and payment will be due within fifteen (15) days of such notice.

Any unused portion of the retainer remaining at the conclusion of the representation — whether by completion, settlement, or termination of the engagement — will be refunded to you promptly, together with an accounting of all amounts applied from the retainer during the course of the engagement.

Please note that the retainer does not represent an estimate or a cap on the total fees and costs that may be incurred in connection with this matter. Given the contested nature of the proceeding, the number of interested parties, the complexity of the asset characterization issues, and the unpredictability of litigation generally, the actual fees and costs may be significantly greater than, or less than, the retainer amount, depending on the course the matter takes. We will endeavor to keep you informed of the status of fees and costs on an ongoing basis.

7. Billing and Payment Terms

The Firm will render invoices on a monthly basis, typically within fifteen (15) days following the close of each billing period. Each invoice will include:

(a) A detailed description of the professional services rendered during the billing period, including the name of the timekeeper who performed each task, the date on which the work was performed, the time expended (in increments of one-tenth of an hour), and the applicable hourly rate for that timekeeper;

(b) An itemization of all costs and expenses incurred during the billing period, with a description of each cost item and the amount charged; and

(c) A summary showing the total fees, total costs, any retainer application, any prior balance, and the total amount due.

Payment of each invoice is due within thirty (30) calendar days of the invoice date. Payment may be made by check, wire transfer, or other method acceptable to the Firm. The Firm reserves the right to apply retainer funds to any invoice that remains unpaid beyond the thirty (30) day payment period.

If any invoice remains unpaid for more than sixty (60) days following the invoice date, the Firm reserves the right, upon thirty (30) days' prior written notice to you, to withdraw from the representation, subject to the Firm's ethical obligations under the California Rules of Professional Conduct and any requirement of court approval for withdrawal in a pending proceeding. We emphasize that withdrawal is a remedy of last resort and that we will work with you to address any billing concerns before taking such a step.

8. Client Responsibilities

The success of our representation depends in significant measure on your active cooperation and participation. Accordingly, you agree to the following:

(a) Cooperation and Access to Information. You agree to cooperate fully with the engagement team, including by providing timely access to all documents, financial records, correspondence, communications, and other information relevant to the matter. You further agree to make yourself available for meetings, telephone conferences, deposition preparation sessions, and court appearances as reasonably requested by the engagement team, and to facilitate access to witnesses and other individuals who may possess information relevant to the probate proceeding.

(b) Duty to Keep the Firm Informed. You agree to keep the Firm promptly informed of any developments that may affect the representation, including but not limited to any communications you receive — whether written or oral — from the Contestants, from their counsel (Brennan, Ortega & Saldívar LLP), from any other interested party, from the Court, or from any third party concerning the Decedent's estate or the probate proceeding. Prompt communication of such developments will enable us to respond effectively and to protect your interests.

(c) Communications with Opposing Counsel. You agree not to communicate directly with the Contestants' counsel, Brennan, Ortega & Saldívar LLP, or with any party represented by counsel, regarding any matter within the scope of this engagement, without first consulting with Calderwood & Harkness LLP. All communications with opposing parties and their counsel should be directed through this Firm to ensure that your interests are properly protected and that no inadvertent admissions or waivers occur.

(d) Settlement Authority. You acknowledge and agree that all decisions regarding settlement authority — including the decision to accept, reject, or make any settlement offer — rest with you as the client. The Firm will provide you with its professional assessment and recommendation regarding any settlement proposal, but the Firm will not agree to settle any claim, accept any offer, or enter into any settlement agreement without your express prior written authorization.

9. Confidentiality and Attorney-Client Privilege

All communications between you and Calderwood & Harkness LLP made in connection with this engagement — whether oral, written, or electronic — are protected by the attorney-client privilege as codified in California Evidence Code sections 950 through 962, and by the work-product doctrine as set forth in California Code of Civil Procedure section 2018.010 et seq. These protections apply to information you share with us, to our communications with you, and to our internal work product prepared in anticipation of litigation or in connection with providing legal advice.

The Firm will maintain the confidentiality of all information provided by you or obtained on your behalf in connection with this representation, consistent with the Firm's obligations under the California Rules of Professional Conduct (particularly Rule 1.6, governing the duty of confidentiality) and the California Business and Professions Code. We will not disclose your confidential information to any third party without your consent, except as required or permitted by law, ethical rules, or court order.

We advise you to take care to maintain the confidentiality of your communications with the Firm and of any information or documents shared between us. You should avoid disclosing the substance of your communications with the Firm to family members, friends, business associates, or any other third parties, as such disclosure may result in a waiver of the attorney-client privilege. If you are uncertain whether a particular communication or disclosure could affect the privilege, please consult with us before making any disclosure.

10. Conflicts of Interest

Prior to undertaking this engagement, the Firm conducted a comprehensive conflicts-of-interest check in accordance with the California Rules of Professional Conduct (Rules 1.7 and 1.9) and the Firm's internal conflicts policies. The conflicts check was performed against the names of all known parties, related individuals, and relevant entities, including but not limited to the following:

• Rafael T. Fonseca

• Isabela C. Fonseca-Greer

• Nicolás R. Fonseca

• Brennan, Ortega & Saldívar LLP (counsel for the Contestants)

• Lumiére Canyon Studios LLC

• Pacific Rim Narrative Partners LLC

• Ashford Fiduciary Services Inc.

• Veltara Basin Bank, N.A.

Based on this review, the Firm has identified no conflicts of interest that would preclude or restrict our representation of you in this matter.

You acknowledge that Calderwood & Harkness LLP is a multi-practice law firm that represents a large and diverse client base in a range legal matters across numerous practice areas and industries. The Firm may currently represent, or may in the future undertake to represent, other clients in matters that are unrelated to this engagement, including matters that may involve parties or entities with interests adverse to yours in those unrelated contexts. You agree that the Firm's representation of other clients in unrelated matters does not constitute a conflict of interest with respect to this engagement, provided that such representations do not involve the subject matter of this probate proceeding or otherwise create a conflict under the California Rules of Professional Conduct.

In the event that any actual or potential conflict of interest arises during the course of our representation of you, the Firm will promptly notify you and take all appropriate steps to address the conflict in accordance with the California Rules of Professional Conduct, including, where applicable, seeking your informed written consent to continued representation or, if the conflict cannot be resolved, withdrawing from the representation.

11. Termination of Engagement

Termination by Client. You may terminate this engagement at any time and for any reason by providing written notice to the Firm. Upon receipt of such notice, we will take all steps reasonably necessary to protect your interests during the transition, including cooperating with successor counsel and seeking any required court approval for substitution of counsel.

Withdrawal by the Firm. The Firm may withdraw from the representation upon reasonable notice to you and for good cause, including but not limited to the following circumstances: (i) nonpayment of fees or costs, or failure to replenish the retainer as provided in this letter; (ii) your failure to cooperate with the engagement team or to fulfill your obligations under this letter; (iii) the occurrence of a conflict of interest that cannot be resolved through consent or other appropriate measures; (iv) your insistence upon a course of action that the Firm reasonably believes to be imprudent, unethical, or contrary to applicable law; or (v) any other circumstance that constitutes good cause for withdrawal under the California Rules of Professional Conduct. Any withdrawal by the Firm will be subject to applicable ethical rules and, where the Firm is counsel of record in a pending court proceeding, to the approval of the Court.

Obligations Upon Termination. Upon termination of the engagement by either party, you will remain responsible for the payment of all fees earned and costs incurred by the Firm through the date of termination. The Firm will promptly return to you all original client documents and property in its possession, and will provide you or your successor counsel with copies of relevant file materials as reasonably necessary to facilitate the transition. The Firm's obligation to return documents is subject to applicable law regarding the Firm's lien rights under California Civil Code section 2914 and Business and Professions Code section 6148, which may permit the Firm to retain copies of documents until all outstanding fees and costs have been paid.

12. No Guarantee of Outcome

The Firm will exercise its best professional judgment and will devote the skill, diligence, and resources necessary to represent your interests effectively in this matter. However, no guarantee or assurance is made regarding the outcome of the probate proceeding or any aspect thereof. Litigation outcomes depend on numerous factors, many of which are beyond the control of counsel, including the decisions of the Court, the actions and strategies of opposing parties, and the evidence that may be discovered or presented during the course of the proceedings.

Any expressions of opinion or assessment regarding the potential outcome of the matter, the strength or weakness of particular claims or defenses, or the likely range of results are based solely on the Firm's professional judgment and experience as of the time such opinions are expressed. They are not, and should not be construed as, guarantees or promises of any specific result.

13. Document Retention

The Firm will maintain the files and records relating to this matter in accordance with the Firm's document retention policies, which comply with applicable California law and the California Rules of Professional Conduct. During the pendency of the engagement, all file materials will be maintained in a secure manner, whether in physical or electronic form.

Upon the conclusion of the engagement — whether by completion, settlement, termination, or otherwise — the Firm will offer to return to you all original client documents in its possession. Copies of the Firm's work product, internal memoranda, correspondence, and other file materials may be retained by the Firm for a period consistent with its document retention policies, which currently provide for a retention period of ten (10) years from the conclusion of the engagement. After the expiration of the retention period, the Firm may destroy such materials without further notice to you, unless you have previously requested their return.

14. Governing Law and Dispute Resolution

This engagement letter and the attorney-client relationship established hereby shall be governed by, and construed in accordance with, the laws of the State of California, including the California Rules of Professional Conduct, the California Business and Professions Code, and the California Rules of Court, as applicable.

In the event of any dispute arising out of or relating to this engagement, including any dispute regarding the reasonableness of fees or costs, the parties agree to attempt in good faith to resolve the dispute through direct negotiation before resorting to any formal dispute resolution mechanism. If direct negotiation does not resolve the dispute, either party may pursue any remedy available under applicable California law, including but not limited to mandatory fee arbitration under Business and Professions Code sections 6200 through 6206, if applicable.

15. Entire Agreement and Amendments

This letter constitutes the entire agreement between Calderwood & Harkness LLP and you, Ms. Fonseca, regarding the terms and conditions of the Firm's engagement to represent you in the matter described herein. This letter supersedes and replaces all prior oral or written discussions, understandings, representations, or agreements between the parties regarding the subject matter of this engagement.

No amendment, modification, supplement, or waiver of any provision of this engagement letter shall be effective unless it is set forth in a writing signed by both you and an authorized representative of Calderwood & Harkness LLP. No oral modification of this letter shall be binding on either party.

16. Acceptance

If the foregoing terms and conditions are acceptable to you, please indicate your agreement by signing this letter in the space provided below and returning a signed copy to me at the address set forth above, or by electronic mail to hquinn@calderwoodharkness.com. Please also remit the initial retainer of $150,000.00 concurrently with your return of the signed letter. The retainer may be paid by certified check made payable to "Calderwood & Harkness LLP Client Trust Account" or by wire transfer to the Firm's Client Trust Account using the wire instructions that will be provided to you separately upon request.

We are grateful for the opportunity to represent you in this important matter, and we are committed to pursuing your interests with the utmost diligence, skill, and dedication. Please do not hesitate to contact me at any time if you have questions or wish to discuss any aspect of this engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Howard Quinn Partner 350 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 555-7218

Email: hquinn@calderwoodharkness.com

ACKNOWLEDGMENT AND AGREEMENT

I, Marguerite D. Fonseca, have read the foregoing engagement letter in its entirety. I understand and agree to all of the terms and conditions set forth therein, including the scope of representation, the fee arrangements, the retainer provisions, and the other obligations described in this letter. I further agree to remit the initial retainer of $150,000.00 concurrently with this signed letter.

ACKNOWLEDGED AND AGREED:

________________________________________

Marguerite D. Fonseca

Date: ________

cc: Patricia Dunmore, Calderwood & Harkness LLP Elliot Nguyen, Calderwood & Harkness LLP Grace Nakamura, Calderwood & Harkness LLP

Timekeeper Category	Hourly Rate
Partners	$975.00
Senior Associates (5+ years of practice)	$650.00
Associates	$525.00
Paralegals and Legal Assistants	$295.00

CALDERWOOD & HARKNESS LLP Attorneys at Law
350 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 555-7200 Facsimile: (213) 555-7201 www.calderwoodharkness.com
October 12, 2022
VIA HAND DELIVERY AND ELECTRONIC MAIL
Ms. Marguerite D. Fonseca 1847 Coldwater Canyon Drive Beverly Hills, CA 90210
Re: Engagement of Calderwood & Harkness LLP — In re Estate of Teodoro R. Fonseca, Deceased; Los Angeles County Superior Court, Probate Division, Case No. 22STPB09714
Our Matter No.: 1035-00005
Dear Ms. Fonseca:
1. Introduction and Purpose
Thank you for selecting Calderwood & Harkness LLP ("the Firm," "we," or "us") to serve as your legal counsel. We are honored by the confidence you have placed in us, and we are committed to providing you with the highest quality legal representation throughout the course of this matter.
This letter confirms the Firm's engagement to represent you in the contested probate proceeding arising from the death of your husband, Teodoro R. Fonseca ("Decedent"), who passed away on September 3, 2022. It is our understanding, based on the information you have provided and the investigation conducted to date, that Mr. Fonseca died intestate — that is, without a valid last will and testament or revocable living trust in effect at the time of his death. As a result, the administration of his estate is governed by the intestacy provisions of the California Probate Code.
The relevant court proceeding has been initiated in the Los Angeles County Superior Court, Probate Division, under Case No. 22STPB09714. A Petition for Letters of Administration was filed on your behalf on October 5, 2022, seeking your appointment as administrator of the Decedent's estate. We anticipate that this proceeding may involve contested issues concerning the identification, characterization, and distribution of estate assets, as well as competing claims by other potential beneficiaries under California's intestacy scheme.
The purpose of this letter is to set forth the terms and conditions governing the attorney-client relationship between you and Calderwood & Harkness LLP. We ask that you review this letter carefully and in its entirety. If you have any questions about any provision of this letter, please do not hesitate to contact me directly. Your signature at the conclusion of this letter will signify your agreement to these terms.
2. Scope of Representation
Calderwood & Harkness LLP will represent you in your capacity as the surviving spouse of Teodoro R. Fonseca and as petitioner in the contested probate of the Estate of Teodoro R. Fonseca, Deceased, pending in the Los Angeles County Superior Court, Probate Division, Case No. 22STPB09714. The specific scope of our representation includes, but is not limited to, the following:
(a) Petition for Letters of Administration. Prosecution of the Petition for Letters of Administration filed on October 5, 2022, and all related proceedings necessary to secure your appointment as administrator of the Decedent's estate, including any bond or waiver-of-bond proceedings, the issuance of Letters of Administration, and the filing of all requisite statutory notices to creditors, heirs, and other interested parties.
(b) Defense Against Objections by Contestants. Defense against any objections, competing petitions, or other challenges filed by the Decedent's adult children from a prior marriage — specifically, Rafael T. Fonseca, Isabela C. Fonseca-Greer, and Nicolás R. Fonseca (collectively referred to herein as the "Contestants") — including any petitions by the Contestants seeking their own appointment as administrator or co-administrators of the estate, or any objections to your appointment in that capacity.
(c) Asset Characterization. Addressing any and all claims, disputes, or proceedings regarding the characterization of estate assets as community property or separate property under California law, including, without limitation, claims pertaining to the Decedent's interests in the following assets:
(i) Lumiére Canyon Studios LLC, a California limited liability company;
(ii) Pacific Rim Narrative Partners LLC, a Delaware limited liability company;
(iii) Real property located at 1847 Coldwater Canyon Drive, Beverly Hills, California 90210;
(iv) Real property located at 27100 Pacific Coast Highway, Malibu, California 90265;
(v) Financial accounts maintained at Veltara Basin Bank, N.A., including all checking, savings, brokerage, and investment accounts held individually by the Decedent or jointly with you; and
(vi) intellectual property assets, including but not limited to screenwriting credits, residual interests, copyright interests, and any related royalty streams attributable to the Decedent's creative works.
(d) Premarital Agreement and Spousal Rights Claims. Responding to any claims asserted by the Contestants or any other party regarding the existence, validity, or enforceability of any purported premarital, postmarital, or other agreement that may affect your rights as the surviving spouse of the Decedent, including claims that a premarital agreement limits or modifies your community property interest, your intestate share, or your rights under the California Probate Code, including without limitation your right to elect against any purported testamentary disposition.
(e) Settlement, Mediation, and Alternative Dispute Resolution. Settlement negotiations, mediation, and any other alternative dispute resolution proceedings that may arise or be ordered by the Court in connection with the contested probate, including preparation for and participation in any such proceedings.
(f) Coordination with Third-Party Professionals. Coordination with appraisers, business valuators, forensic accountants, forensic document examiners, intellectual property valuation experts, and other third-party professionals as reasonably necessary to support your position in the probate proceeding and to ensure the accurate identification, valuation, and characterization of estate assets.
(g) Court Appearances, Motions, and discovery. All related court appearances, including status conferences, hearings on motions and petitions, evidentiary hearings, and any trial proceedings before the Probate Division. This includes all motion practice — whether offensive or defensive — as well as the conduct and defense of all formal and informal discovery, including interrogatories, requests for production of documents, requests for admissions, depositions of fact and expert witnesses, and subpoenas to third parties.
Limitations on Scope. It is important that you understand that the scope of this engagement is limited to the contested probate proceeding described above. This engagement does not include tax planning or tax advisory services; the preparation of federal, state, or local tax returns (including estate tax returns, fiduciary income tax returns, or gift tax returns); real estate transactional matters (such as the sale, refinancing, or transfer of real property); general corporate or business law advisory services pertaining to the Decedent's entities; family law matters; or any other legal matters not directly related to the probate proceeding as described herein, unless we separately agree in writing to expand the scope of this engagement.
If at any time during the representation you require legal services beyond the scope described above, we would be pleased to discuss those needs with you. Any expansion of the scope of our engagement will be documented in a separate engagement letter or a written amendment to this letter, executed by both parties.
3. Engagement Team
We have assembled a team of experienced attorneys to represent you in this matter. The members of your engagement team are as follows:
Howard Quinn — Responsible Partner. Howard will have overall responsibility for the engagement and will serve as your primary point of contact at the Firm. Howard is a partner in the Firm's Trusts and Estates Litigation Practice Group, with extensive experience in contested probate proceedings, will contests, trust disputes, and related fiduciary litigation. He has been admitted to the State Bar of California since 2001 and has represented clients in numerous high-value estate disputes in the Los Angeles County Superior Court and other jurisdictions. Howard can be reached directly at (213) 555-7218 or hquinn@calderwoodharkness.com.
Patricia Dunmore — Billing Partner. Patricia will oversee the billing and financial aspects of the engagement, including the review and approval of all invoices rendered in connection with this matter. Patricia is a partner in the Firm's Trusts and Estates Litigation Practice Group and has been admitted to the State Bar of California since 1998. She brings significant experience in the administration of complex estates and the resolution of inter-family disputes over inherited wealth. Should you have any questions or concerns regarding billing matters, Patricia may be reached at (213) 555-7235 or pdunmore@calderwoodharkness.com.
Elliot Nguyen — Lead Associate. Elliot will handle the day-to-day management of the matter, including legal research, case strategy development, and the drafting of court filings, discovery, and correspondence. Elliot is a senior associate in the Firm's Trusts and Estates Litigation Practice Group and has been admitted to the State Bar of California since 2018. He has substantial experience in probate litigation, including contested administrations and asset characterization disputes. Elliot may be reached at (213) 555-7242 or enguyen@calderwoodharkness.com.
Grace Nakamura — Working Associate. Grace will provide legal research, document review, and drafting support in connection with the engagement. Grace is an associate in the Firm's Trusts and Estates Litigation Practice Group and has been admitted to the State Bar of California since 2020. Grace may be reached at (213) 555-7251 or gnakamura@calderwoodharkness.com.
From time to time, additional attorneys, paralegals, legal assistants, or other Firm staff may be assigned to work on your matter as reasonably necessary to ensure the efficient and effective handling of the representation. We will provide you with prior notice of any such assignments where practicable. Notwithstanding any changes to the engagement team, Howard Quinn will remain your primary point of contact and the partner responsible for the overall direction of the engagement.
4. Fees and Billing Rates
Our representation of you in this matter will be on an hourly fee basis. This means that you will be charged for the actual time spent by each member of the engagement team on work performed in connection with your matter, at the applicable hourly rate for that timekeeper.
The Firm's current standard hourly rates for the categories of timekeepers who may work on your matter are as follows:
These hourly rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 of each calendar year. We will provide you with advance written notice of any changes to the applicable hourly rates before any adjusted rates are applied to your matter.
All time spent on the engagement is recorded in increments of one-tenth (0.1) of an hour (i.e., six-minute increments). The fees charged to you will reflect the actual time spent by each timekeeper on tasks related to your matter, including but not limited to legal research, drafting and review of documents, court appearances, telephone conferences, correspondence, intra-office consultations, and travel time where applicable.
5. Costs and Expenses
In addition to professional fees for legal services, you will be responsible for the payment of all costs and expenses reasonably incurred by the Firm in connection with the representation. Examples of reimbursable costs and expenses include, but are not limited to, the following:
(a) Court filing fees, service of process charges, and other fees imposed by the court or clerk's office;
(b) Fees and costs of retained experts and third-party professionals, including but not limited to appraisers (e.g., business valuation professionals and intellectual property appraisal specialists), forensic document examiners, forensic accountants, and consulting or testifying experts;
(c) Mediator fees and costs associated with mediation or other alternative dispute resolution proceedings;
(d) Travel expenses, including airfare, lodging, ground transportation, and meals, if travel is required in connection with the representation;
(e) Photocopying, printing, scanning, and document production charges;
(f) Electronic legal research charges (e.g., Westmark Data Systems, Sundial Solutions, and similar databases);
(g) Messenger services and overnight or express delivery charges (e.g., Severin Partners LLC, Halcyon Partners LLC, or similar carriers);
(h) Long-distance telephone charges and conference call service fees; and
(i) Court reporter fees, transcript costs, and videography costs associated with depositions and hearings.
All costs and expenses will be billed to you at the actual amounts incurred by the Firm, without markup or surcharge. In circumstances where significant costs are anticipated — such as retainers required by expert witnesses, mediators, or other third-party professionals — the Firm may request advance payment of such costs from you prior to their incurrence. We will discuss any such anticipated costs with you in advance and seek your approval before retaining any expert or third-party professional whose fees are expected to be substantial.
6. Retainer
Upon your execution of this engagement letter, you agree to pay to Calderwood & Harkness LLP an initial retainer in the amount of One Hundred Fifty Thousand Dollars ($150,000.00).
The retainer is an "evergreen" retainer, meaning that it will be deposited into and held in the Firm's Client Trust Account (IOLTA) maintained at Veltara Basin Bank, N.A., in compliance with the California Rules of Professional Conduct governing the handling of client funds. The retainer will be applied against outstanding invoices for fees and costs as they become due. Specifically, upon the rendering of each monthly invoice, the Firm will apply funds from the retainer to satisfy the amounts owed on that invoice, and the retainer balance will be reduced accordingly.
When the retainer balance has been drawn down by application to invoices, you agree to replenish the retainer to its original amount of $150,000.00 upon written request by the Firm. The Firm will provide you with a written notice specifying the amount required to restore the retainer to the original level, and payment will be due within fifteen (15) days of such notice.
Any unused portion of the retainer remaining at the conclusion of the representation — whether by completion, settlement, or termination of the engagement — will be refunded to you promptly, together with an accounting of all amounts applied from the retainer during the course of the engagement.
Please note that the retainer does not represent an estimate or a cap on the total fees and costs that may be incurred in connection with this matter. Given the contested nature of the proceeding, the number of interested parties, the complexity of the asset characterization issues, and the unpredictability of litigation generally, the actual fees and costs may be significantly greater than, or less than, the retainer amount, depending on the course the matter takes. We will endeavor to keep you informed of the status of fees and costs on an ongoing basis.
7. Billing and Payment Terms
The Firm will render invoices on a monthly basis, typically within fifteen (15) days following the close of each billing period. Each invoice will include:
(a) A detailed description of the professional services rendered during the billing period, including the name of the timekeeper who performed each task, the date on which the work was performed, the time expended (in increments of one-tenth of an hour), and the applicable hourly rate for that timekeeper;
(b) An itemization of all costs and expenses incurred during the billing period, with a description of each cost item and the amount charged; and
(c) A summary showing the total fees, total costs, any retainer application, any prior balance, and the total amount due.
Payment of each invoice is due within thirty (30) calendar days of the invoice date. Payment may be made by check, wire transfer, or other method acceptable to the Firm. The Firm reserves the right to apply retainer funds to any invoice that remains unpaid beyond the thirty (30) day payment period.
If any invoice remains unpaid for more than sixty (60) days following the invoice date, the Firm reserves the right, upon thirty (30) days' prior written notice to you, to withdraw from the representation, subject to the Firm's ethical obligations under the California Rules of Professional Conduct and any requirement of court approval for withdrawal in a pending proceeding. We emphasize that withdrawal is a remedy of last resort and that we will work with you to address any billing concerns before taking such a step.
8. Client Responsibilities
The success of our representation depends in significant measure on your active cooperation and participation. Accordingly, you agree to the following:
(a) Cooperation and Access to Information. You agree to cooperate fully with the engagement team, including by providing timely access to all documents, financial records, correspondence, communications, and other information relevant to the matter. You further agree to make yourself available for meetings, telephone conferences, deposition preparation sessions, and court appearances as reasonably requested by the engagement team, and to facilitate access to witnesses and other individuals who may possess information relevant to the probate proceeding.
(b) Duty to Keep the Firm Informed. You agree to keep the Firm promptly informed of any developments that may affect the representation, including but not limited to any communications you receive — whether written or oral — from the Contestants, from their counsel (Brennan, Ortega & Saldívar LLP), from any other interested party, from the Court, or from any third party concerning the Decedent's estate or the probate proceeding. Prompt communication of such developments will enable us to respond effectively and to protect your interests.
(c) Communications with Opposing Counsel. You agree not to communicate directly with the Contestants' counsel, Brennan, Ortega & Saldívar LLP, or with any party represented by counsel, regarding any matter within the scope of this engagement, without first consulting with Calderwood & Harkness LLP. All communications with opposing parties and their counsel should be directed through this Firm to ensure that your interests are properly protected and that no inadvertent admissions or waivers occur.
(d) Settlement Authority. You acknowledge and agree that all decisions regarding settlement authority — including the decision to accept, reject, or make any settlement offer — rest with you as the client. The Firm will provide you with its professional assessment and recommendation regarding any settlement proposal, but the Firm will not agree to settle any claim, accept any offer, or enter into any settlement agreement without your express prior written authorization.
9. Confidentiality and Attorney-Client Privilege
All communications between you and Calderwood & Harkness LLP made in connection with this engagement — whether oral, written, or electronic — are protected by the attorney-client privilege as codified in California Evidence Code sections 950 through 962, and by the work-product doctrine as set forth in California Code of Civil Procedure section 2018.010 et seq. These protections apply to information you share with us, to our communications with you, and to our internal work product prepared in anticipation of litigation or in connection with providing legal advice.
The Firm will maintain the confidentiality of all information provided by you or obtained on your behalf in connection with this representation, consistent with the Firm's obligations under the California Rules of Professional Conduct (particularly Rule 1.6, governing the duty of confidentiality) and the California Business and Professions Code. We will not disclose your confidential information to any third party without your consent, except as required or permitted by law, ethical rules, or court order.
We advise you to take care to maintain the confidentiality of your communications with the Firm and of any information or documents shared between us. You should avoid disclosing the substance of your communications with the Firm to family members, friends, business associates, or any other third parties, as such disclosure may result in a waiver of the attorney-client privilege. If you are uncertain whether a particular communication or disclosure could affect the privilege, please consult with us before making any disclosure.
10. Conflicts of Interest
Prior to undertaking this engagement, the Firm conducted a comprehensive conflicts-of-interest check in accordance with the California Rules of Professional Conduct (Rules 1.7 and 1.9) and the Firm's internal conflicts policies. The conflicts check was performed against the names of all known parties, related individuals, and relevant entities, including but not limited to the following:
•  Rafael T. Fonseca
•  Isabela C. Fonseca-Greer
•  Nicolás R. Fonseca
•  Brennan, Ortega & Saldívar LLP (counsel for the Contestants)
•  Lumiére Canyon Studios LLC
•  Pacific Rim Narrative Partners LLC
•  Ashford Fiduciary Services Inc.
•  Veltara Basin Bank, N.A.
Based on this review, the Firm has identified no conflicts of interest that would preclude or restrict our representation of you in this matter.
You acknowledge that Calderwood & Harkness LLP is a multi-practice law firm that represents a large and diverse client base in a range legal matters across numerous practice areas and industries. The Firm may currently represent, or may in the future undertake to represent, other clients in matters that are unrelated to this engagement, including matters that may involve parties or entities with interests adverse to yours in those unrelated contexts. You agree that the Firm's representation of other clients in unrelated matters does not constitute a conflict of interest with respect to this engagement, provided that such representations do not involve the subject matter of this probate proceeding or otherwise create a conflict under the California Rules of Professional Conduct.
In the event that any actual or potential conflict of interest arises during the course of our representation of you, the Firm will promptly notify you and take all appropriate steps to address the conflict in accordance with the California Rules of Professional Conduct, including, where applicable, seeking your informed written consent to continued representation or, if the conflict cannot be resolved, withdrawing from the representation.
11. Termination of Engagement
Termination by Client. You may terminate this engagement at any time and for any reason by providing written notice to the Firm. Upon receipt of such notice, we will take all steps reasonably necessary to protect your interests during the transition, including cooperating with successor counsel and seeking any required court approval for substitution of counsel.
Withdrawal by the Firm. The Firm may withdraw from the representation upon reasonable notice to you and for good cause, including but not limited to the following circumstances: (i) nonpayment of fees or costs, or failure to replenish the retainer as provided in this letter; (ii) your failure to cooperate with the engagement team or to fulfill your obligations under this letter; (iii) the occurrence of a conflict of interest that cannot be resolved through consent or other appropriate measures; (iv) your insistence upon a course of action that the Firm reasonably believes to be imprudent, unethical, or contrary to applicable law; or (v) any other circumstance that constitutes good cause for withdrawal under the California Rules of Professional Conduct. Any withdrawal by the Firm will be subject to applicable ethical rules and, where the Firm is counsel of record in a pending court proceeding, to the approval of the Court.
Obligations Upon Termination. Upon termination of the engagement by either party, you will remain responsible for the payment of all fees earned and costs incurred by the Firm through the date of termination. The Firm will promptly return to you all original client documents and property in its possession, and will provide you or your successor counsel with copies of relevant file materials as reasonably necessary to facilitate the transition. The Firm's obligation to return documents is subject to applicable law regarding the Firm's lien rights under California Civil Code section 2914 and Business and Professions Code section 6148, which may permit the Firm to retain copies of documents until all outstanding fees and costs have been paid.
12. No Guarantee of Outcome
The Firm will exercise its best professional judgment and will devote the skill, diligence, and resources necessary to represent your interests effectively in this matter. However, no guarantee or assurance is made regarding the outcome of the probate proceeding or any aspect thereof. Litigation outcomes depend on numerous factors, many of which are beyond the control of counsel, including the decisions of the Court, the actions and strategies of opposing parties, and the evidence that may be discovered or presented during the course of the proceedings.
Any expressions of opinion or assessment regarding the potential outcome of the matter, the strength or weakness of particular claims or defenses, or the likely range of results are based solely on the Firm's professional judgment and experience as of the time such opinions are expressed. They are not, and should not be construed as, guarantees or promises of any specific result.
13. Document Retention
The Firm will maintain the files and records relating to this matter in accordance with the Firm's document retention policies, which comply with applicable California law and the California Rules of Professional Conduct. During the pendency of the engagement, all file materials will be maintained in a secure manner, whether in physical or electronic form.
Upon the conclusion of the engagement — whether by completion, settlement, termination, or otherwise — the Firm will offer to return to you all original client documents in its possession. Copies of the Firm's work product, internal memoranda, correspondence, and other file materials may be retained by the Firm for a period consistent with its document retention policies, which currently provide for a retention period of ten (10) years from the conclusion of the engagement. After the expiration of the retention period, the Firm may destroy such materials without further notice to you, unless you have previously requested their return.
14. Governing Law and Dispute Resolution
This engagement letter and the attorney-client relationship established hereby shall be governed by, and construed in accordance with, the laws of the State of California, including the California Rules of Professional Conduct, the California Business and Professions Code, and the California Rules of Court, as applicable.
In the event of any dispute arising out of or relating to this engagement, including any dispute regarding the reasonableness of fees or costs, the parties agree to attempt in good faith to resolve the dispute through direct negotiation before resorting to any formal dispute resolution mechanism. If direct negotiation does not resolve the dispute, either party may pursue any remedy available under applicable California law, including but not limited to mandatory fee arbitration under Business and Professions Code sections 6200 through 6206, if applicable.
15. Entire Agreement and Amendments
This letter constitutes the entire agreement between Calderwood & Harkness LLP and you, Ms. Fonseca, regarding the terms and conditions of the Firm's engagement to represent you in the matter described herein. This letter supersedes and replaces all prior oral or written discussions, understandings, representations, or agreements between the parties regarding the subject matter of this engagement.
No amendment, modification, supplement, or waiver of any provision of this engagement letter shall be effective unless it is set forth in a writing signed by both you and an authorized representative of Calderwood & Harkness LLP. No oral modification of this letter shall be binding on either party.
16. Acceptance
If the foregoing terms and conditions are acceptable to you, please indicate your agreement by signing this letter in the space provided below and returning a signed copy to me at the address set forth above, or by electronic mail to hquinn@calderwoodharkness.com. Please also remit the initial retainer of $150,000.00 concurrently with your return of the signed letter. The retainer may be paid by certified check made payable to "Calderwood & Harkness LLP Client Trust Account" or by wire transfer to the Firm's Client Trust Account using the wire instructions that will be provided to you separately upon request.
We are grateful for the opportunity to represent you in this important matter, and we are committed to pursuing your interests with the utmost diligence, skill, and dedication. Please do not hesitate to contact me at any time if you have questions or wish to discuss any aspect of this engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Howard Quinn Partner 350 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 555-7218
Email: hquinn@calderwoodharkness.com
ACKNOWLEDGMENT AND AGREEMENT
I, Marguerite D. Fonseca, have read the foregoing engagement letter in its entirety. I understand and agree to all of the terms and conditions set forth therein, including the scope of representation, the fee arrangements, the retainer provisions, and the other obligations described in this letter. I further agree to remit the initial retainer of $150,000.00 concurrently with this signed letter.
ACKNOWLEDGED AND AGREED:
________________________________________
Marguerite D. Fonseca
Date: ________
cc: Patricia Dunmore, Calderwood & Harkness LLP Elliot Nguyen, Calderwood & Harkness LLP Grace Nakamura, Calderwood & Harkness LLP
Timekeeper Category | Hourly Rate
Partners | $975.00
Senior Associates (5+ years of practice) | $650.00
Associates | $525.00
Paralegals and Legal Assistants | $295.00

CALDERWOOD & HARKNESS LLP Attorneys at Law

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