Interdependence, Inc. vs. Randompod LLC

responsive to Plaintiff’s Requests for Production, Set One, Request Nos. 3-8, 10, and 12-28 (ROA 102) is CONTINUED to _______.

In its opposition, Defendant states “Plaintiff’s counsel refused to negotiate with RockSpur’s counsel regarding the overbroad definitions and lack of particularity with the Requests . . . Plaintiff’s counsel could have properly met and conferred with RockSpur’s counsel to address their issues prior to filing the motion to compel. Plaintiff’s counsel’s blatant refusal to make any concessions thwarted the parties’ meet and confer efforts and resulted in Plaintiff’s filing of four separate motions to compel.” (ROA 199, Opp., 7:5-11.)

The court finds further conferences between the parties would be productive. Therefore, the parties are ordered to engage in additional attempts to meet and confer regarding the issues that remain in dispute, including a telephonic or in-person conference (not email). No later than 9 court days prior to the continued hearing, the parties are to file a Joint Statement which shall (1) describe the parties’ attempts to meet and confer pursuant to this order, (2) identify each discovery request that remains in dispute, and (3) each party’s position on the discovery request that remains in dispute.

Plaintiff to give notice.

6 26-01550934 Demurrer to Complaint

Interdependence, Inc. Defendant Randompod LLC’s Demurrer to Plaintiff’s Complaint is vs. Randompod LLC OVERRULED.

Legal Standard:

At the pleading stage, the Court must liberally construe the complaint, drawing all reasonable inferences in favor of Plaintiffs’ asserted claims. (Liapes v. Facebook, Inc. (2023) 95 Cal.App.5th 910, 919.) “A demurrer must dispose of an entire cause of action to be sustained. Thus, a court must overrule a demurrer to a cause of action if it is based on at least one viable theory of liability.” (Thompson v. Spitzer (2023) 90 Cal.App.5th 436, 451–452 [cleaned up].) “[C]ourts may not turn a demurrer into a contested evidentiary matter by determining what the proper interpretation of the evidence is.

A court errs when its decision reflects such a consideration of the evidence.” (Panterra GP, Inc. v. Superior Court of Kern County (2022) 74 Cal.App.5th 697, 711 [cleaned up].) “A plaintiff is permitted to plead alternative inconsistent theories.” (Dubin v. Robert Newhall Chesebrough Trust (2002) 96 Cal.App.4th 465, 477.) “Pleading alternative theories of recovery “does not run afoul of truthful pleading.” (Panterra GP, Inc. v. Superior Court of Kern County (2022) 74 Cal.App.5th 697, 711, fn. 10.)

First Cause of Action – Breach of Contract:

The elements of this claim 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.” (D'Arrigo Bros. of California v. United Farmworkers of America (2014) 224 Cal.App.4th 790, 800.) Contracts may be express or implied. Terms of an implied contract may be “determined by the parties' course of conduct.” (Varni Bros. Corp. v. Wine World, Inc. (1995) 35 Cal.App.4th 880, 889.)

A plaintiff may plead “the legal effect of the contract rather than its precise language.” (Miles v. Deutsche Bank National Trust Co. (2015) 236 Cal.App.4th 394, 402.)

This claim is based on Defendant’s alleged breach of a Services Agreement and an Additional Shows Agreement by which the parties allegedly agreed Plaintiff would provide public relations and media services for Defendant’s podcast production. (Complaint, ¶¶ 6-39, 58.) Plaintiff alleges Defendant failed to make full payments for Plaintiff’s services. (¶ 60.)

Defendant demurs on the grounds the Complaint is unclear regarding the contract terms and whether the contract was written, oral, or implied. (Motion, p. 4.) Moreover, Defendant contends the Complaint admits that Defendant expressly rejected Plaintiff’s proposed written agreement, opting to proceed on a “‘handshake agreement’ founded upon ongoing invoicing.” (Motion, pp. 10, 16.)

At the pleading stage, Plaintiff has adequately alleged a breach of contract claim. Plaintiff alleges the existence of two agreements whose material terms are sufficiently alleged – Plaintiff would provide podcastrelated services and Defendant would pay a specified amount. Defendant allegedly failed to pay the full amount which Plaintiff alleges was agreed to or implied by the parties’ course of conduct. (¶ 60.) Defendant raises factual arguments which cannot be resolved at this stage.

Second Cause of Action – Breach of Implied Covenant:

This claim is based on the following:

“Defendant breached the implied covenant by: (a) systematically underpaying invoices by exactly 50% for six consecutive months while never disputing that the full amounts were owed; (b) ceasing all payments without cause, notice, or justification; (c) dissolving FULL CIRCLE POD while owing $81,000 to avoid creditor obligations; (d) wrongfully terminating the agreements before their expiration dates; (e) failing to provide any revenue share data or payments; and (f) depriving Plaintiff of the benefit of its bargain under the Additional Shows Agreement by terminating prematurely after receiving the full benefit of Plaintiff's discounted services.” (¶ 64.)

Defendant alleges this claim is “superfluous” and “duplicative” of the first claim because it is based on the same alleged breaches of the parties’ agreements. Plaintiff responds that it is based on separate conduct including failure to share revenue data, which prevented Plaintiff from calculating or collecting its promised share of YouTube advertising revenue without Defendant’s disclosure of such information. Plaintiff also asserts it agreed to reduced fees based on Defendant’s representations about the revenue sharing and Plaintiff’s ability to benefit from audience growth.

“The covenant of good faith and fair dealing, implied by law in every contract, exists merely to prevent one contracting party from unfairly frustrating the other party's right to receive the benefits of the agreement actually made. The covenant thus cannot be endowed with an existence independent of its contractual underpinnings. It cannot impose substantive duties or limits on the contracting parties beyond those incorporated in the specific terms of their agreement.” (Guz v. Bechtel Nat. Inc. (2000) 24 Cal.4th 317, 349–350.) “A breach of the covenant of good faith and fair dealing does not give rise to a cause of action separate from a cause of action for breach of the contract containing the covenant.” (Smith v. International Brotherhood of Electrical Workers (2003) 109 Cal.App.4th 1637, 1644, fn. 3.)

At the pleading stage, Plaintiff has adequately pled an independent claim including Defendant’s failure to provide data which was necessary for Plaintiff to calculate its alleged share of advertising revenue.

Third Cause of Action – Quantum Meruit:

This claim is pled in the alternative to Plaintiff’s contract claims. (Complaint, ¶¶ 67-70.)

“The requisite elements of quantum meruit are (1) the plaintiff acted pursuant to ‘an explicit or implicit request for the services’ by the defendant, and (2) the services conferred a benefit on the defendant.” (Port Medical Wellness, Inc. v. Connecticut General Life Insurance Company (2018) 24 Cal.App.5th 153, 180.)

Defendant argues, “The Third Cause of Action cannot simultaneously allege that the parties had express contracts with specific terms regarding compensation for services, and also allege that RandomPod should be required to pay the reasonable value of services under quantum meruit.” (Motion, p. 20.)

However, “[a] plaintiff is permitted to plead alternative inconsistent theories.” (Dubin v. Robert Newhall Chesebrough Trust (2002) 96 Cal.App.4th 465, 477.) “Pleading alternative theories of recovery “does not run afoul of truthful pleading.” (Panterra GP, Inc. v. Superior Court of Kern County (2022) 74 Cal.App.5th 697, 711, fn. 10.)

Here, Plaintiff has adequately pled quantum meruit as an alternative theory or recovery based on the facts summarized above.

Fourth Cause of Action – Account Stated:

“The essential elements of an account stated are: (1) previous transactions between the parties establishing the relationship of debtor and creditor; (2) an agreement between the parties, express or implied, on the amount due from the debtor to the creditor; (3) a promise by the debtor, express or implied, to pay the amount due.” (Leighton v. Forster (2017) 8 Cal.App.5th 467, 491.)

Here, Plaintiff alleges this claim in the alternative to its contract claim on the grounds that Defendant’s manager paid 29 prior invoices without objection before Defendant began paying only 50% of the invoiced amount. (¶¶ 74-78.)

Defendant argues the Complaint fails to plead an agreement as to the amount due.

Although there is now a dispute regarding the amount due, Plaintiff alleges that there was an implied agreement as to the amount due based on the parties’ conduct, which is sufficient at the pleading stage. 10 25-01458588 1) Motion to Compel Answers to Form Interrogatories 2) Motion to Compel Answers to Special Interrogatories Sommerfield vs. 3) Motion to Compel Further Responses to Form Cushman & Wakefield Interrogatories U.S., Inc. 4) Motion to Compel Further Responses to Special Interrogatories 5) Motion to Compel Production 6) Motion to Compel Production

MOTIONS 1-3

Plaintiff Jean Sommfield’s motions to compel defendant Bank of America, N.A. to provide further responses to Plaintiff’s Special Interrogatories, Set One; Form Interrogatories, Set One; and Requests for Production, Set One (ROA Nos. 69, 74, 79) are DENIED.

Plaintiff’s motions are untimely.

“Unless notice of this motion is given within 45 days of the service of the verified response, or any supplemental verified response, or on or before any specific later date to which the demanding party and the responding party have agreed in writing, the demanding party waives any right to compel a further response to the demand.” (Code Civ. Proc., §§ 2030.300, subd. (c), 2031.310, subd. (c).) The propounding party waives the right to compel further responses by delaying the motion beyond the 45-day deadline. (Code Civ.

Proc., §§ 2030.300, subd. (c); 2031.310, subd. (c); see Vidal Sassoon, Inc. v. Sup.Ct. (Halpern) (1983) 147 Cal.App.3d 681, 683 [holding the deadlines for motions to compel further responses are “mandatory and the court may not entertain a belated motion to compel.”]; Golf & Tennis Pro Shop, Inc. v. Sup.Ct. (Frye) (2022) 84 Cal.App.5th 127, 136-137 [motion filed 1 day late was untimely].)