Incentax, LLC vs. Narrative Wave, Inc.

interests of the parties and the court would be best served by consolidating the cases. (See Code Civ. Proc., § 1048.) Moving party to give notice

109 Incentax, LLC vs. Narrative Wave, Inc.

24-01426638

1. Motion for Summary Judgment and/or Adjudication 2. Case Management Conference Plaintiffs Incentax LLC (“Incentax”) and Incentax Analytics, LLC (“Analytics”) (hereinafter collectively “Plaintiffs” or “Cross-Defendants”), move (the “Motion”), pursuant to CCP § 437c, for an order granting summary judgment, or in the alternative an order granting summary adjudication, against Defendant Narrative Wave, Inc. (“Narrative”, “Defendant” or “Cross-Complainant”).

This Motion will be made upon the grounds that there are no triable issues of fact and that Plaintiffs/Cross-Defendants are entitled to a judgment as a matter of law as to Plaintiffs’ complaint against Defendant (“Complaint”), and as to Cross-Complainant’s cross-complaint (“Cross-Complaint”) against Cross-Defendants. In the alternative, Plaintiffs move for summary adjudication pursuant to CCP § 437c(f) as to the several issues with respect to the Complaint.

Initially, it should be noted that there are two different Plaintiffs (i.e., INCENTAX, LLC and INCENTAX ANALYTICS, LLC), and there are two separate breach of contract causes of action (that is, two different contracts). Plaintiffs also seek MSJ/SAI not only as to their Complaint, but also on NarrativeWave, Inc.’s Cross-Complaint.

AS TO THE COMPLAINT: Where, as here, a plaintiff seeks summary judgment, the burden is to produce admissible evidence on each element of a “cause of action” entitling plaintiff to judgment. [CCP § 437c(p)(1); see Hunter v. Pacific Mechanical Corp. (1995) 37 CA4th 1282, 1287 (citing text) (disapproved on other grounds by Aguilar v. Atlantic Richfield Co. (2001) 25 C4th 826); S.B.C.C., Inc. v. St. Paul Fire & Marine Ins. Co. (2010) 186 CA4th 383, 388.]

This means that plaintiffs who bear the burden of proof at trial by a preponderance of evidence must produce evidence that would require a reasonable trier of fact to find any underlying material fact more likely than not. “[O]therwise, he would not be entitled to judgment as a matter of law.” [Aguilar v. Atlantic Richfield Co. (2001) 25 C4th 826, 851 (emphasis in original); LLP Mortg. v. Bizar (2005) 126 CA4th 773, 776—burden is on plaintiff to persuade court there is no triable issue of material fact]

At that point, the burden shifts to defendant “to show that a triable issue of one or more material facts exists as to that cause of action or a defense thereto.” [CCP § 437c(p)(1).]

BREACH OF CONTRACT: the elements of a cause of action for breach of contract are (1) the existence of the contract, (2) plaintiff’s performance or excuse for nonperformance, (3) defendant’s breach, and (4) the resulting damages to the plaintiff. [Oasis West Realty, LLC v. Goldman (2011) 51 Cal.4th 811, 821.]

CONTRACT 1 It is undisputed that on or about May 1, 2020, at Los Angeles, California, Incentax LLC and Narrative Wave, Inc. entered into a written tax consulting agreement which provides for tax consulting services by Incentax to identify and obtain Research and Development Tax Credits on behalf of Narrative. [UMF No.1.]

It is undisputed that Incentax LLC rendered services to Narrative consisting of tax consulting services to identify and obtain R&D Tax Credits for the 2016- 2021 tax years. [UMF No.5.]

Pursuant to the language of the contract, and as a threshold matter, for Plaintiff to be entitled to its fees, it must first establish when the request for information “for the prior tax year” was sought. This is a bit confusing because the Contract simply says, “After April 15th, INCENTAX may request... the prior tax year.”

In UMF No. 7 Plaintiff simply states: 7. Incentax repeatedly requested utilization information and supporting documentation necessary to confirm credit usage and complete the analysis for subsequent periods. - Boloorchi Incentax Decl. ¶ 8

However, Boloorchi’s (Chief Executive Officer of Incentax Analytics, LLC) declaration (ROA 53) only appears to relate to tax years of 2021and forward (nothing is mentioned about tax years 2016-2019). And these email chains attached to the declaration are (Exs. 6-18) very confusing relating to tax credits and carryovers from about 2021 forward.

Neither the UMFs, p’s and a’s, nor emails are organized to establish on a certain date every year, Plaintiff requested confirmation from Narrative Wave, Inc as to whether or not any tax credits from “the STUDY” were utilized by Narrative Wave for the prior tax year—as required by the contract itself. Rather, what Plaintiff pushes in front of the Court are bits and pieces of information sought (and possibly obtained). Therefore, it is unclear that Plaintiff has sustained its burden to show Plaintiff’s “performance” under the contract in a comprehensible way.

Furthermore, Defendant disputes UMF No.7, stating: NWI disputes that Incentax “repeatedly” requested utilization information. Incentax’s own documents in support of its MSJ only present evidence of Incentax sending emails to NWI roughly once per year. NWI also disputes that the information requested was necessary (particularly as to conducing analysis for subsequent periods) because Incentax was aware that the vast majority of credits identified were carryforward credits that would carry over into subsequent years until NWI had a tax liability to reduce.

Furthermore, NWI disputes any contention that it failed to respond to any information requests by Incentax. Throughout the parties’ engagement, NWI cooperated fully with Incentax’s requests and provided all documentation within its ability to furnish. Incentax confirmed receipt of these communications when they were sent.

Evidence in Support: • Patel Decl., ¶¶ 3-17; • TCCA attached as Exhibit A to NWI’s Compendium of Exhibits; • Correspondences attached as Exhibits DM to NWI’s Compendium of Exhibits; • Correspondence attached as Exhibit 7 to ITX’s MSJ; • Justworks letter attached as Exhibit N to NWI’s Compendium of Exhibits.

In support of its argument, Defendant submits the Declaration of Shital Patel (Chief Financial Officer of Defendant and Cross-Complainant NarrativeWave, Inc. (“NWI”)) who declares as follows: 8. From the inception of their contractual relationship in 2020, the parties’ pattern and practice was for NWI to pay ITX and ITA their 18% fees only (i) after the taxing authority applied the tax credit against NWI’s income tax liability and (ii) Incentax thereafter invoiced NWI. This understanding and practice was consistent with the terms and purpose of the agreements.

9. Prior to the disputed 2023 invoices outlined below, Incentax only ever issued two invoices to NWI during the course of the relationship, both of which reflected that $0 was due because any charges to date had been paid. The first invoice reflected that NWI had paid Incentax for tax credits utilized up to Q3 and Q4 of 2020. The second invoice reflected that NWI had paid for tax credits utilized up to Q3 2021. True and correct copies of these invoices are attached as Exhibit C to NWI’s Compendium of Exhibits.

10. Throughout the engagement between and among NWI, ITX, and ITA, NWI cooperated fully with Incentax’s requests and provided all documentation within its ability to furnish. At all times, NWI cooperated in good faith with Incentax’s consultants.

As such, it appears there is a dispute as to how Plaintiff was to perform. As indicated above, Plaintiff has not established a clear picture of seeking information. Defendant creates a triable issue of material fact by suggesting that the parties pattern of practice on the matter was wholly different than the way the contract described the procedure. (See Patel Decl.¶8.)

Furthermore, as to breach of the contract by not providing the information in a timely manner Boloorchi declares information was not provided for certain times in 2021-2023. (Boloorch Decl.¶11.) However, a triable issue of material fact exists as to whether or not Defendant provided the information because Mr. Patel declares, Defendant “cooperated fully with Incentax’s requests and provided all documentation within its ability to furnish.” [Patel Decl.¶10.]

Finally, as to damages, Boloorchi, declares $106,057.81 are due. (Boloorchi¶13.) However, UMF Nos. 28 and 29 (supporting damages) are disputed by Defendant. Most importantly, Defendant’s, Patel, declares: 27. The only R&D tax credits that NWI has actually received and utilized are the 2019 tax year payroll tax credits, totaling $66,058: specifically, $17,227.53 received via Gusto as a payroll tax offset in May 2021 (relating to Q3 and Q4 2020 payroll taxes), and $48,830.47 received via Justworks in 2021 through 2023 (applied against payroll taxes in Q3 2021, and via IRS Form 941- X amendments for Q1 and Q2 2021). These are the only credits NWI has actually received the economic benefit of. Eighteen percent of $66,058 equals approximately $11,890.44.

Defendant also creates a triable issue of material fact by arguing that the failure to provide information within 14 days is an unenforceable liquidated damages penalty. “A provision in a contract liquidating the damages for the breach of the contract is not valid where the provision is “unreasonable under the circumstances existing at the time the contract was made.” Cal. Civ. Code § 1671(b). Indeed, arguably charging a client 18% for all identified tax credits (as opposed to all utilized tax credits) for failing to timely respond to a request for information, could appear unreasonable.

Therefore, based on the above, the motion is denied as to the 1st breach of contract cause of action. As to the common counts causes of action, “A common count “premised on detailed factual allegations in another count must stand or fall with the other count.” [Reichert v. General Ins. Co. of America (1968) 68 C2d 822, 835] As such, as these are simply alternative theories, the Court denies summary adjudication as to the 2nd-4th causes of action for the same reasons as above.

CONTRACT 2 It is undisputed that on or about October 1, 2023, at Los Angeles, California, lncentax Analytics LLC and NarrativeWave Inc entered into a Research and Development Incentives Consulting Addendum (“Narrative/Analytics Agreement”) which provides for federal and state Research and Development tax consulting services (“R&D Tax Credits”) by Analytics to identify and obtain such credits on behalf of Narrative. [Declaration of Nojan Boloorchi., Ex.1 (ROA 49]

Again, in support of their motion, Plaintiffs submit the Declaration of Nojan Boloorchi, who is also the CEO of Incentax Analytics, LLC (ROA 49). As to performance, Boloorchi’s declaration establishes two emails were sent: October 3, 2023, and October 24, 2023, (Booloorchi Decl. ¶8, Ex. 3 and 4). Ex. 3 is an email from Evangelia Dislaki (unclear who this person is) to Shital indicating, there are missing payroll reports for Defendant for certain quarters and years.

However, it is unclear how one can make the logical leap from indicating payroll reports have not been received to asking for information as whether tax credits from the ANALYSIS were utilized by the CLIENT (which is what performance under the contract required). As to Ex. 4, this is another email from Evangelia Dislaki (unknown) to Shital stating, “I am sending a quick follow up to our conversation last week. I have listed below the quarters we are missing information for with respect to each company. If you are not able to locate the payroll forms, please send over the 941 forms for each of the listed quarters...” she thereafter lists years ranging from 2021-2023.

Again, arguably, asking for payroll forms is different than asking for credits utilized; and it is unclear if CEO Boloorchi has personal knowledge of the email sent from Dislaski to Shital. Furthermore, UMF No. 8 which relates to Plaintiff’s performance and Defendant’s response to the information request is in disputital for providing details (Ex. L) and of Shital uploading documents (Ex. M).

Furthermore, as indicated above, there is a triable issue of material fact as to whether the contract contains an unenforceable liquidated damages clause. Therefore, motion for summary adjudication is denied as to the 2nd contract and common counts causes of action.

AS TO THE CROSS-COMPLAINT Where, as here, a cross-defendant moves for summary judgment, it must “show” that either: • one or more elements of the “cause of action ... cannot be established”; OR • there is a complete defense to that cause of action. [CCP § 437c(p)(2) (emphasis added)]

Once cross-defendants meet this burden, the burden shifts to Cross-Complainant to prove the existence of a triable issue of fact regarding that element of its cause of action or that defense. If Cross-Complainant is unable to do so, cross-defendants are entitled to judgment as a matter of law. [Saelzler v. Advanced Group 400 (2001) 25 C4th 763, 780-781; Consumer Cause, Inc. v. SmileCare (2001) 91 CA4th 454, 468(citing text)]

If defendants fail to meet their initial burden, their motion must be denied; plaintiff need not make any showing at all. [Consumer Cause, Inc. v. SmileCare, supra, 91 CA4th at 468 (citing text).]

On 11/12/2024 Narrative Wave Inc filed a Cross- Complaint for: 1. DECLARATORY RELIEF 2. VIOLATION OF BUSINESS AND PROFESSIONS CODE § 17200

In the 1st cause of action for Declaratory Relief, Narrative pleads: 15. An actual controversy has arisen and now exists between NWI and Incentax regarding the terms and effects of the contracts between the parties. Specifically, there is a dispute between the parties as to whether the terms of the ITX Agreement and ITA Agreement obligate NWI to compensate Incentax for potential tax credits that it identifies but which NWI does not apply for and/or does not receive from federal or state taxing authorities. Accordingly, an actual controversy exists relative to the rights, interests, and duties of the respective parties.

In the 2nd cause of action for Violation of B&P Code§17200, Narrative pleads: 21. Incentax’s business practices as outlined herein, including but not necessarily limited to charging NWI and other customers for all potential tax credits that it identifies regardless of whether such credits are actually applied for or received, are part of a general business practice at ITX and ITA that is unlawful, unfair, deceptive, misleading, fraudulent and predatory.

Elements of Declaratory Relief: Code of Civil Procedure section 1060, which governs actions for declaratory relief, provides: “Any person interested under a written instrument ..., or under a contract, or who desires a declaration of his or her rights or duties with respect to another ... may, in cases of actual controversy relating to the legal rights and duties of the respective parties, bring an original action ... for a declaration of his or her rights and duties in the premises, including a determination of any question of construction or validity arising under the instrument or contract.”

“Declaratory relief operates prospectively, serving to set controversies at rest before obligations are repudiated, rights are invaded or wrongs are committed. Thus the remedy is to be used to advance preventive justice, to declare rather than execute rights. [Citation.]” (Kirkwood v. California State Auto. Assn. Inter–Insurance Bureau (2011) 193 Cal.App.4th 49, 59, 122 Cal.Rptr.3d 480.)

“The correct interpretation of a statute is a particularly suitable subject for a judicial declaration. [Citation.] Resort to declaratory relief therefore is appropriate to attain judicial clarification of the parties’ rights and obligations under the applicable law. [Citation.]” (Ibid.) Declaratory relief is also a proper remedy to determine the constitutionality of a statute. (Lane v. City of Redondo Beach (1975) 49 Cal.App.3d 251, 255, 122 Cal.Rptr. 189.)

Summary judgment is appropriate in a declaratory relief action when only legal issues are presented for the court’s determination. (Gafcon, Inc. v. Ponsor & Associates (2002) 98 Cal.App.4th 1388, 1401–1402, 120 Cal.Rptr.2d 392.) The defendant’s burden in a declaratory relief action “is to establish the plaintiff is not entitled to a declaration in its favor. It may do this by establishing (1) the sought-after declaration is legally incorrect; (2) undisputed facts do not support the premise for the sought-after declaration; or (3) the issue is otherwise not one that is appropriate for declaratory relief.” (Id. at p. 1402, 120 Cal.Rptr.2d 392.) [California Public Records Research, Inc. v. County of Yolo (2016) 4 Cal.App.5th 150, 185.]

Cross-Defendant argues, “Here, Narrative alleges a purported controversy regarding whether it is obligated to compensate Plaintiffs for R&D tax consulting services unless and until Narrative applies for and receives tax credits from a taxing authority. That alleged controversy does not exist as a matter of law because it is flatly contradicted by the unambiguous language of the parties’ agreements.” (Motion page 11: 18-21.)

Cross-Defendant further argues, “These provisions unambiguously establish that Narrative’s obligation to pay does not depend solely on whether Narrative ultimately applies for or receives credits. Rather, payment is independently triggered when (1) Plaintiffs request utilization information, and (2) Narrative fails to timely respond and provide the required substantiation. Narrative’s attempt to rewrite the agreement to condition payment exclusively on receipt of credits finds no support in the contract’s text.” [Motion page 12:11-15.]

Pursuant to the language of the contracts, NarrativeWave would only be responsible for paying a portion of “all tax credits” (as opposed to a portion of the “utilized tax credits”) if it failed to respond to Incentax’ requests for information in a certain amount of time. That is, the penalty of paying all tax credits arises from not timely providing information. As such, NarrativeWave’s sought after declaration appears to be legally incorrect as the contractual language covers the rights and duties of the parties in this situation.

Therefore, summary adjudication is GRANTED as to the Declaratory Relief cause of action set forth in Narrative Wave’s Cross-Complaint. As the B&P Violation c/a appears to be contingent on the Decl. Relief cause of action, the motion is GRANTED as to the B&P Violation as well.

Court will not rule on the evidentiary objections as they were improperly formatted. “DECLARATION OF NOJAN BOLOORCHI IN SUPPORT OF PLAINTIFFS/CROSS- DEFENDANTS’ REPLY” (ROA 94) was not considered. MP to provide notice

110 Truong vs. Tran

21-01237262

1. Motion for New Trial 2. Motion for Judgment Not Withstanding the Verdict (1-2) Denied

111 Hamidian vs. Avis Budget Group, Inc.

20-01174350

Motion for Determination of Good Faith Settlement x 2 are CONTINUED to 06/09/2026 at 10:00 AM Moving parties to give notice.

112 Global Asset Recovery Management LLC vs. Velopower, Inc.

25-01473312

1. Motion for Leave to File Cross Complaint - Order granting leave to filed XC signed and filed 4/10/26.

2. Case Management Conference is CONTINUED to 06/23/2026 at 09:30 AM Clerk to give notice.

113 EBF Holdings, LLC vs. Kertnz Gallery, Inc.

24-01396558 Motion to Revive Action and Enter Judgment Plaintiff EBF Holdings LLC (“Plaintiff”) moves for an order “(a) reviving this action under the Court’s retained jurisdiction, and (b) entering judgment against Defendants KERTNZ GALLERY, INC. and OTTO BEASLEY (“Defendants”) pursuant to the parties’ executed Stipulation for Entry of Judgment, in the