EDUCATION MEDIA LLC, et al. v. LOS ANGELES UNIFIED SCHOOL DISTRICT

Judge of the Superior Court |

County of Los Angeles DEPARTMENT 729

EDUCATION MEDIA LLC, et al., vs. LOS ANGELES UNIFIED SCHOOL DISTRICT. | Case No.:

Hearing Date: August 18, 2026 | Defendants Los Angeles Unified School District's; Dr. Donna Lewis', in her official capacity as a Career Technical Education Linked Learning Specialist in the District's Division of Instruction; Esther Dabagyan's, in her official capacity as the Director of Career Technical Education at the District; Seema Puri's, in her official capacity as the CTE Coordinator at the District; and Matthew Friedman's, in his official capacity as Chief Procurement Officer at the District, motion to strike portions of Plaintiff Robyn Charles as an Assignee of Education Media LLC's Second Amended Complaint is granted without leave and the Second Amended Complaint is dismissed without prejudice.

Defendants Los Angeles Unified School District's; Dr. Donna Lewis', in her official capacity as a Career Technical Education Linked Learning Specialist in the District's Division of Instruction; Esther Dabagyan's, in her official capacity as the Director of Career Technical Education at the District; Seema Puri's, in her official capacity as the CTE Coordinator at the District; and Matthew Friedman's, in his official capacity as Chief Procurement Officer at the District, demurrer to pro per Plaintiff Robyn Charles as an Assignee of Education Media LLC's Second Amended Complaint is overruled as moot.

Pro per Plaintiff Robyn Charles' motion for sanctions is denied.

Defendants Los Angeles Unified School District ("LAUSD"); Dr. Donna Lewis, in her official capacity as a Career Technical Education Linked Learning Specialist in LAUSD's Division of Instruction ("Lewis"); Esther Dabagyan, in her official capacity as the Director of Career Technical Education at LAUSD ("Dabagyan"); Seema Puri's, in her official capacity as the CTE Coordinator at LAUSD ("Puri"); and Matthew Friedman's, in his official capacity as Chief Procurement Officer at LAUSD ("Friedman") (collectively, "Defendants") move to strike portions of Plaintiff's SAC. (Notice of MTS, pgs. 2-4; C.C.P. Sec.Sec.435, 436.)

Defendants also demur to pro per Plaintiff Robyn Charles as an Assignee of Education Media LLC's ("Charles") ("Plaintiff") Second Amended Complaint ("SAC"). (Notice of Demurrer, pgs. 2-3; C.C.P. Sec.Sec.430.10(b), (d), (e), (f) .)

Plaintiff moves for sanctions against Defendants' counsel Sloan R. Simmons and Ligia S. Nicolae. (Notice of Sanctions, pg. 1; C.C.P. Sec.Sec.128.7, 128.5.)

1. Motion to Strike Evidentiary Objections

Defendants' 6/16/26 evidentiary objections to the Declaration of Robyn Charles ("Charles") (filed on May 14, 2026) are sustained as to Nos. 2, 3, 4, 5, and 6, and overruled as to Nos. 1 and 7.

Defendants' 6/16/26 evidentiary objections to the Supplemental Declaration of Charles (filed on June 11, 2026) are sustained as to Nos. 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, and 20, and overruled as to No.

1.

Request for Judicial Notice

Defendants' 5/11/26 request for judicial notice of (1) the instant docket; (2) the Order denying Plaintiff's Ex Parte Application for Temporary Restraining Order, issued by the Court on December 10, 2025; (3) Plaintiff's first amended complaint; (4) The Clerk's Notice of Voiding of Filing, entered on January 2, 2026; (5) The Minute Order granting Plaintiff's Ex Parte Application for Order Granting Limited Discovery Pursuant to CCP 425.16(g) and leave to amend, issued by the Court on March 20, 2026; (6) Plaintiff's second amended complaint; and (7) Plaintiff's Government Tort Claim submitted to the District on September 16, 2025, is denied because this Court does not need to take judicial notice of filings on the instant docket.

Plaintiff's 5/14/26 request for judicial notice of (1) the Minute Order entered by this Court on March 20, 2026; and (2) an excerpt of the Register of Actions for Case No. 25STCV35625, reflecting all docket entries through May 14, 2026, is denied because this Court does not need to take judicial notice of filings on the instant docket.

Meet and Confer

Before filing a motion to strike, the moving party must meet and confer in person, by telephone, or by video conference with the party who filed the pleading to attempt to reach an agreement that would resolve the objections to the pleading and obviate the need for filing the motion. (C.C.P. Sec.435.5(a), emphasis added.)

The moving party shall file and serve with the motion a declaration stating either of the following: (A) The means by which the moving party met and conferred with the party who filed the pleading subject to the motion, and that the parties did not reach an agreement resolving the objections raised in the motion to strike, or (B) That the party who filed the pleading subject to being stricken failed to respond to the meet and confer request of the moving party or otherwise failed to meet and confer in good faith. (C.C.P. Sec.435.5(a)(3), emphasis added.)

Defendants' counsel declares that she met and conferred with Plaintiff by video conference on April 28, 2026, and the parties were unable to reach an agreement. (Decl. of Simmons P.P.5-6.) Defendants' counsel's declaration is sufficient under C.C.P. Sec.430.41(a). Therefore, the Court will consider Defendants' motion.

Procedural Background

Plaintiff filed her initial Complaint on December 4, 2025, against Defendant LAUSD. Plaintiff filed her first amended complaint ("FAC") against Defendant on December 12, 2025.

On January 2, 2026, the Clerk filed a notice that the initial Complaint from Education Media LLC was voided for failure to make a payment of court fees or to request a hearing about a court fee waiver order. (1/2/26 Clerk's Notice.)

Plaintiff filed the operative SAC on March 23, 2026, alleging eleven causes of action against Defendants: (1) inverse condemnation; (2) breach of implied-in-fact contract; (3) promissory estoppel; (4) quantum meruit; (5) unjust enrichment; (6) misappropriation of trade secrets; (7) breach of written settlement agreement; (8) intentional interference with prospective economic advantage; (9) breach of mandatory duty; (10) retaliation and race discrimination in violation of FEHA; and (11) False Claims Act Retaliation.

Defendants filed their motion to strike and accompanying demurrer on May 11, 2026. Plaintiff filed her combined opposition on May 14, 2026. Defendants filed their replies on June 16, 2026.

Legal Standard

C.C.P. Sec.436 provides that the Court may, upon a motion made pursuant to C.C.P. Sec.435, or at any time within its discretion and upon terms it deems proper, "strike out any irrelevant, false, or improper matter inserted in any pleading" or any pleading or part thereof "not drawn or filed in conformity with the laws of this state, a court rule, or an order of the court." (C.C.P. Sec.436.)

Lack of Legal Capacity to Sue

A corporation's capacity to maintain a legal action and to be sued derives from the rule that a corporation has all of the powers of a natural person in carrying out its business. (Corp. Code Sec.Sec.18, 207; C.C.P. Sec.17 [stating "person" includes corporation].) Nonetheless, a corporation cannot represent itself in court. With the sole exception of small claims court, a corporation cannot act in propria persona in state courts and must act through licensed attorneys. (Merco Constr. Engineers, Inc. v. Municipal Court (1978) 21 Cal. 3d 724; Thomas G. Ferruzzo, Inc. v. Superior Court (1980) 104 Cal.App.3d 501; Gutierrez v. G & M Oil Co., Inc. (2010) 184 Cal. App. 4th 551.)

Plaintiff asserts that she can pursue the claims in this matter because she is the assignee of the causes of action at issue. A cause of action is assignable by its owner if it arises out of a legal obligation or a violation of a property right. (Civ. Code Sec.954.) With the exception of causes of action of a personal nature, such as injuries arising out of tort, a cause of action is assignable. (Arabia v. BAC Home Loans Servicing, L.P. (2012) 208 Cal.App.4th 462, 472, emphasis added, citing Goodley v. Wank & Wank, Inc. (1976) 62 Cal.App.3d 389, 393-394; see Baum v. Duckor, Spradling & Metzger (1999) 72 Cal.App.4th 54, 64-65 [tracing general rule conferring assignability of causes of action, which arise out of an obligation, breach of contract, violation of a right of property, or damage to personal or real property].)

Plaintiff's claims, with the exception of the cause of action for FEHA discrimination, are legal obligations and property rights of the LLC, and therefore can be assigned. (See Civil Code Sec.954.) Again, to pursue these claims, Plaintiff's LLC would have had to retain counsel to pursue them. Can Plaintiff proceed without counsel simply by assigning her LLC's claims to herself? California case law is silent on the issue.

The Supreme Court of Nebraska, however, has opined on a similar circumstance in Zapata v. McHugh (2017) 296 Neb. 216. The Zapata Court determined that "[a]n assignee stands in the shoes of the assignor and accepts it subject to all available defenses. The assignment transfers to an assignee only the rights of the assignor. When an assignee brings suit in his or her own name, the assignee is still bound by the business entity's limitation that any legal action arising out of its interests must be represented by counsel." (Zapata v.

McHugh (2017) 296 Neb. 216, 226; accord Sagorin v. Sunrise Heating and Cooling, LLC (Mont. 2022) 408 Mont. 119, 126; Roberts v. Alaska (Alaska 2007) 162 P.3d 1214, 1220-1221; Shamey v. Hickey (D.C. 1981) 433 A.2d 1111, 1112-1113; Palazzo v. Gulf Oil Corp. (11th Cir. 1985) 764 F.2d 1381, 1385-1386; Jones v. Niagara Frontier Transp. Auth. (2d Cir. 1983) 722 F.2d 20, 23; Bischoff v. Waldorf (E.D. Mich. 2009) 660 F.Supp.2d 815, 820-821 [stating corporation was required to litigate claims through a licensed attorney even if assignment was valid]; Mercu-Ray Indust., Inc. v.

Bristol-Myers Co. (S.D.N.Y 1974) 392 F.Supp. 16, 17-20.)

The Zapata Court relied on the "important policy reasons supporting the rule that corporations and other related legal entities must be represented by an attorney should not be easily circumvented. To permit a distinct business entity to maintain litigation through the device of an assignment would destroy the salutary principle that a corporation cannot act in legal matters or maintain litigation without the benefit of an attorney." (Zapata, 296 Neb. at pgs. 225-226.)

The Court finds that same policy reasons relied upon by the Zapata court apply here. Permitting Plaintiff to maintain this litigation through the device of her assignment of the LLC's claims to herself would destroy the "salutary principle that a corporation cannot act in legal matters or maintain litigation without the benefit of an attorney." (Id.)

Plaintiff argues that California case law has addressed the issue, citing Fink v. Shemtov (2012) 210 Cal.App.4 th 599. But Plaintiff's reliance on is misplaced. Fink involved the application of the Rosenthal Fair Debt Collection Practices Act, which allows "debt collectors" to appear without counsel. Plaintiff is not a debt collector pursuing a consumer debt. (Civil Code section 1788.2.)

Accordingly, Defendants' motion to strike Plaintiff's SAC because the claims must be presented by counsel is granted without leave to amend; the complaint is hereby dismissed without prejudice.

Conclusion

Defendants' motion to strike to the SAC is granted without leave to amend; the complaint is hereby dismissed without prejudice. Moving Party to give notice.

2. Demurrer

In light of the Court's ruling on the motion to strike, Defendants' demurrer is overruled as moot.

Conclusion

Defendants' demurrer is overruled as moot. Demurrering Party to give notice.

3. Motion for Sanctions

Evidentiary Objections

Defendants' 7/27/26 evidentiary objections to the Declaration of Robyn Charles ("Charles") are sustained as to Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, and 16. Plaintiff's 7/28/26 objection to Defendants' proof of service is overruled.

Request for Judicial Notice

Plaintiff's 6/11/26 request for judicial notice of the 3/20/26 and 6/2/26 minute orders is denied because the Court does not need to take judicial notice of filings on the instant docket.

Discussion

A. C.C.P. 128.5 Sanctions

C.C.P. Sec.128.5 authorizes a court to order a party and/or the party's attorney to pay reasonable expenses incurred by another party as a result of "actions or tactics, made in bad faith, that are frivolous or solely intended to cause unnecessary delay." (C.C.P. Sec.128.5(a).) "'Actions or tactics' include, but are not limited to, the making or opposing of motions or the filing and service of a complaint, cross-complaint, answer, or other responsive pleading." (C.C.P. Sec.128.5(b)(1).)

The statute defines "frivolous" as "totally and completely without merit or for the sole purpose of harassing an opposing party." (C.C.P. Sec.128.5(b)(2).) Courts apply an objective standard in determining whether conduct is frivolous. As the Court of Appeal explained, "[w]hether an action is frivolous is governed by an objective standard: any reasonable attorney would agree it is totally and completely without merit." (Levy v. Blum (2001) 92 Cal.App.4th 625, 635; see also Marriage of Flaherty (1982) 31 Cal.3d 637, 649-650 [sanctions for "frivolous" appeal].)

A complaint or motion is factually frivolous if it lacks "evidentiary support" and is "unlikely to have evidentiary support after a reasonable opportunity for further investigation or discovery." (C.C.P. Sec.128.7(b)(3); Guillemin v. Stein (2002) 104 Cal.App.4th 156, 167; see also Bucur v. Ahmad (2016) 244 Cal.App.4th 175, 189 [a claim is objectively unreasonable if any reasonable attorney would agree that it is totally and completely without merit].)

C.C.P. Sec.128.5 requires that the action or tactic was pursued in bad faith, and "whether the action is taken in bad faith must be judged by a subjective standard." (Shelton v. Rancho Mortgage & Investment Corp. (2002) 94 Cal.App.4th 1337, 1346.) "While the trial court may infer subjective bad faith from the pursuit of a frivolous tactic [citation], 'it is within a court's discretion not to draw that inference if convinced the party was acting in the good faith belief the action was meritorious.' [Citation.]" (Id.)

As such, sanctions under C.C.P. Sec.128.5 are appropriate only when the moving party establishes that the conduct was both (1) objectively frivolousness and (2) subjectively bad faith. (In re Marriage of Sahafzadeh-Taeb & Taeb (2019) 39 Cal.App.5th 124, 135; see also Harris v. Rudin, Richman & Appel (2002) 95 Cal.App.4th 1332, 1343.) Any combination of a motion "not totally without merit or [] not prosecuted in bad faith or for an improper motive, or any combination of these factors" is sufficient ground for denying sanctions. (Jesperson v. Zubiate-Beauchamp (2003) 114 Cal.App.4th 624, 634.)

Ultimately, the burden of establishing sanctionable conduct rests on the moving party. (Evid. Code Sec.Sec.115, 500; see also In re Marriage of Sahafzadeh-Taeb & Taeb, 39 Cal.App.5th at pg. 135.)

C.C.P. Sec.128.5 also contains mandatory procedural requirements. A party seeking sanctions via motion must serve the sanctions motion in the form it will be filed and must provide a 21-day safe harbor period during which the opposing party may withdraw or correct the challenged filing. (C.C.P. Sec.128.5(f)(1)(B).) The statute specifically provides that the sanction motion "shall not be filed with or presented to the court, unless 21 days after service of the motion . . . the challenged action or tactic is not withdrawn or appropriately corrected." (Id.)

Strict compliance with the statute's procedural requirements is mandatory and failure to comply with the requirement precludes an award of sanctions. (Transcon Financial, Inc. v. Reid & Hellyer, APC (2022) 81 Cal.App.5th 547, 551.) The safe harbor requirement places the burden squarely on the moving party to ensure compliance. "Because compliance with the safe harbor is a prerequisite to recovering sanctions, the burden is appropriately placed on the party seeking the sanctions to ensure the full safe harbor is provided." (Li v. Majestic Industry Hills LLC (2009) 177 Cal.App.4th 585, 594, citing Malovec v. Hamrell (1999) 70 Cal.App.4th 434, 441-442.)

C.C.P. Sec.128.5 expressly excludes "disclosures and discovery requests, responses, objections, and motions" from its scope. (C.C.P. Sec.128.5(e).) Therefore, discovery-related conduct cannot form the basis for sanctions under section 128.5.

Here, Plaintiff did not serve Defendants with a sanctions motion in the form ultimately filed. (Decl. of Simmons P.P.8, 9, Exhs. D, E.) Instead, Plaintiff served two informal "Safe Harbor Notices" on letterhead--neither of which was a motion, neither of which resembled the motion later filed, and neither of which triggered the statutory safe harbor period. (Id.) Such notice is insufficient as a matter of law as informal notice of an intent to seek sanctions in the future does not serve as a substitute for the strict requirements of service of a formal noticed motion. (In re Marriage of Falcone & Fyke (2008) 164 Cal.App.4th 814, 827.) Because Plaintiff did not serve the motion in the form ultimately filed and did not provide the required 21-day safe harbor period, the Motion is procedurally barred and must be denied.

B. C.C.P. 128.7 Sanctions

C.C.P. Sec.128.7 imposes an affirmative duty on attorneys and parties to ensure that pleadings, motions, and other papers presented to the court are legally tenable, factually supported, and not interposed for an improper purpose. (C.C.P. Sec.128.7(b).) By signing or presenting a filing, the attorney or party certifies that, "after reasonable inquiry," the factual contentions "have evidentiary support or, if specifically so identified, are likely to have evidentiary support after a reasonable opportunity for further investigation or discovery." (C.C.P. Sec.128.7(b)(3).)

Courts apply an objective standard in determining whether a filing violates C.C.P. Sec.128.7. The question is whether a reasonable attorney, after conducting an appropriate investigation, would believe the filing is well grounded in fact and warranted by existing law or a good-faith argument for its extension. (Guillemin, 104 Cal.App.4th at pg. 167.) "A claim is objectively unreasonable if 'any reasonable attorney would agree that [it] is totally and completely without merit.'" (Peake v. Underwood (2014) 227 Cal.App.4th 428, 440.)

A claim is factually frivolous if it is "not well grounded in fact," and legally frivolous if it is "not warranted by existing law or a good faith argument for the extension, modification, or reversal of existing law." (Guillemin, 104 Cal.App.4th at pg. 167.) However, C.C.P. Sec.128.7 does not authorize sanctions merely because a court ultimately disagrees with a party's factual assertions or legal theories. (Id.)

As the Court of Appeal has cautioned, section 128.7 "must not be construed so as to conflict with the primary duty of an attorney to represent his or her client zealously." (Id. at 167-68 [reversing award of C.C.P. Sec.128.7 sanctions where argument advanced by parties lacked "persuasive force" but was nonetheless good faith interpretation of statutory law such that parties were "entitled to zealously argue the point"].) "Forceful representation often requires that an attorney attempt to read a case or an agreement in an innovative though sensible way." (Id.) The statute "must not be turned into a bar to legal progress." (Id.)

C.C.P. Sec.128.7 also contains mandatory procedural requirements, which a party seeking sanctions must follow. (See Zarate v. McDaniel (2023) 97 Cal.App.5th 484, 489.) A motion for sanctions must be served in the form it will be filed and must provide a 21-day safe harbor period during which the opposing party may withdraw or correct the challenged filing. (C.C.P. Sec.128.7(c)(1).) The statute specifically provides that the motion "shall not be filed with or presented to the court unless, within 21 days after service of the motion" the challenged paper is not withdrawn or corrected. (Id.)

"The burden is appropriately placed on the party seeking the sanctions to ensure the full safe harbor is provided." (Li, 177 Cal.App.4th at 594.) "Strict compliance with the statute's notice provisions serves its remedial purpose and underscores the seriousness of a motion for sanctions." (Galleria Plus, Inc. v. Hanmi Bank (2009) 179 Cal.App.4th 535, 538.) As part of such compliance, "section 128.7 mandates that notices of motion 'shall be served as provided in Section 1010.' Section 128.7's incorporation of section 1010 is compulsory, not permissive." (Id. at 537-538.) "And Section 1010 provides that a "notice of motion 'must state when . . . it will be made.'" (Id. [reversing sanctions order where respondent filed motion for sanctions same day it was served, for non-compliance with Sec.128.7(c)(1)].)

Here, Plaintiff did not serve Defendants with a sanctions motion in the form ultimately filed. (Decl. of Simmons P.P.8, 9, Exhs. D, E.) Instead, Plaintiff served two informal "Safe Harbor Notices" on letterhead--neither of which was a motion, neither of which resembled the motion later filed, and neither of which triggered the statutory safe harbor period. (Id.) Such notice is insufficient as a matter of law as informal notice of an intent to seek sanctions in the future does not serve as a substitute for the strict requirements of service of a formal noticed motion. (In re Marriage of Falcone & Fyke (2008) 164 Cal.App.4th 814, 827.) Because Plaintiff did not serve the motion in the form ultimately filed and did not provide the required 21-day safe harbor period, the Motion is procedurally barred and must be denied.

Conclusion

Plaintiff's motion for sanctions is denied. Moving Party to give notice. Dated: August _____, 2026 | Hon. Daniel M. Crowley | Judge of the Superior Court | | Home -->