Think 5 Entertainment, Inc., et al. v. Game Cloud Network, Inc., et al.

(Torrance Courthouse: Dept. M) September 2, 2026 DEPARTMENT M LAW AND MOTION RULINGS Dept. M issues tentative rulings in many, but not all motion hearings. There is no set time at which tentatives are posted. Please do not call the staff to inquire if a tentative will be posted. If parties are satisfied with the ruling, parties may submit on the tentative. However, if an opposing party does not submit, they will be permitted to argue. Please check with the other side before calling the courtroom to submit. The staff does not keep track of which parties submitted and which did not, so please do not ask. If a matter is also a scheduling hearing (CMC, TSC, OSC etc) an appearance is still required even if a party submits on the tentative ruling.

COURT - SOUTHWEST DISTRICT Honorable Amy N. Carter Wednesday, September 2, 2026 Department M Calendar No. PROCEEDINGS Think 5 Entertainment, Inc., et al. v. Game Cloud Network, Inc., et al.

1. Think 5 Entertainment, Inc., et al.'s Demurrer to First Amended Cross-Complaint 2. Denise Tayloe's Demurrer to First Amended Cross-Complaint

Think 5 Entertainment, Inc., et al.'s Demurrer to First Amended Complaint is sustained with 20 days leave to amend. Denise Tayloe's Demurrer to First Amended Cross-Complaint is sustained with 20 days leave to amend.

Background

Plaintiffs filed the Complaint on January 19, 2024. Plaintiffs' First Amended Complaint was filed on June 4, 2024. Plaintiffs filed the Second Amended Complaint on Plaintiffs allege the following facts. Plaintiffs' attempt to launch a virtual gaming and entertainment concept was thwarted by the conduct of Defendants. Defendants stole intellectual property, made false representations, breached fiduciary duties, breached contracts, and interfered with economic advantage. Plaintiffs allege numerous causes of action: 1. Breach of Contract; 2. Misappropriation of Trade Secrets; 3. Intentional Misrepresentation; 4. Intentional Interference with Prospective Economic Advantage; 5. Unfair Competition; 6. Breach of Fiduciary Duty; 7. Aiding and Abetting Breach of Fiduciary Duty; 8. Breach of the Implied Covenant of Good Faith and Fair Dealing; 9. Unjust Enrichment; 10. Conversion; 11. Rescission.

Defendant Ira Lifland filed a Cross-Complaint on January 2, 2026. Cross-Complainant filed a First Amended Cross-Complaint on February 23, 2026. Cross-Complainant alleges the following causes of action: 1. Breach of Fiduciary Duty; 2. Fraud and Intentional Misrepresentation; 3. Fraudulent Concealment; 4. Fraudulent Transfer; 5. Aiding and Abetting Breach of Fiduciary Duty; 6. Equitable Discharge of Guarantor; 7. Breach of Contract; 8. Restitution; 9. Financial Elder Abuse; 10. Declaratory Relief; 11.

Accounting. Meet and Confer Cross-Defendants Think 5 Entertainment, Inc., et al. filed a meet and confer declaration in sufficient compliance with CCP Sec. 430.41. (Decl., Christopher J. Cummiskey, P.P. 1-8). Cross-Defendant Denise Tayloe filed a meet and confer declaration in sufficient compliance with CCP Sec. 430.41. (Decl., Stewart J. Powell, P.P. 1-3). Request for Judicial Notice Cross-Complainant's request for judicial notice is granted, in part. The Court takes judicial notice of the existence of the documents filed with the California Secretary of State and the deed of trust to which the request is directed.

However, the Court notes that without pleading facts in the FACC, itself, or attaching the corporate document or the grant deed, the request is not a substitute for factual allegations in the FACC. Demurrer A demurrer tests the sufficiency of a complaint as a matter of law and raises only questions of law. (Schmidt v. Foundation Health (1995) 35 Cal.App.4th 1702, 1706.) In testing the sufficiency of the complaint, the court must assume the truth of (1) the properly pleaded factual allegations; (2) facts that can be reasonably inferred from those expressly pleaded; and (3) judicially noticed matters. (Blank v.

Kirwan (1985) 39 Cal.3d 311, 318.) The Court may not consider contentions, deductions, or conclusions of fact or law. (Moore v. Conliffe (1994) 7 Cal.App.4th 634, 638.) Because a demurrer tests the legal sufficiency of a complaint, the plaintiff must show that the complaint alleges facts sufficient to establish every element of each cause of action. (Rakestraw v. California Physicians Service (2000) 81 Cal.App.4th 39, 43.) Where the complaint fails to state facts sufficient to constitute a cause of action, courts should sustain the demurrer. (C.C.P., Sec. 430.10(e); Zelig v.

County of Los Angeles (2002) 27 Cal.App.4th 1112, 1126.) Sufficient facts are the essential facts of the case "with reasonable precision and with particularity sufficiently specific to acquaint the defendant with the nature, source, and extent of his cause of action." (Gressley v. Williams (1961) 193 Cal.App.2d 636, 643-644.) "Whether

the plaintiff will be able to prove the pleaded facts is irrelevant to ruling upon the demurrer." (Stevens v. Superior Court (1986) 180 Cal.App.3d 605, 609-610.) Under Code Civil Procedure Sec. 430.10(f), a demurrer may also be sustained if a complaint is "uncertain." Uncertainty exists where a complaint's factual allegations are so confusing they do not sufficiently apprise a defendant of the issues it is being asked to meet. (Williams v. Beechnut Nutrition Corp. (1986) 185 Cal.App.3d 135, 139, fn. 2.)

Cross-Defendants Think 5 Entertainment, et al. demurs to the second through fourth, seventh, ninth, and tenth causes of action for failure to state sufficient facts to state a cause of action. CCP 430.10(e). Cross-Defendant Denise Tayloe demurs to the first through fourth, tenth, and eleventh causes of action for failure to state sufficient facts to state a cause of action and uncertainty. CCP 430.10(e)(f). First Cause of Action for Breach of Fiduciary Duty The demurrer to the first cause of action is brought by Cross-Defendant Denise Tayloe.

Cross-Defendant Denise Tayloe's demurrer is sustained with 20 days leave to amend. Cross-Complainant fails to state sufficient facts to state a cause of action. "The elements of a cause of action for breach of fiduciary duty are: (1) existence of a fiduciary duty; (2) breach of the fiduciary duty; and (3) damage proximately caused by the breach." Stanley v. Richmond (1995) 35 Cal.App.4th 1070, 1086-87 (internal citations and quotations omitted). Cross-Complainant fails to state facts to state that demurring Cross-Defendant owed a duty of care and breached the duty of care.

In fact, Cross-Complainant the duties identified and owed are specifically alleged against Kenneth Tayloe and Brian Smith - not Denise Tayloe. (FACC, P. 49). Cross-Complainant only alleges that Denise Tayloe assisted Kenneth Tayloe and benefitted from the breaches of duty. However, no facts are alleged to support a theory of liability against Denise Tayloe under an aiding and abetting theory or conspiracy theory. Cross-Defendant's demurrer to the first cause of action is sustained with 20 days leave to amend.

Second Cause of Action for Fraud Third Cause of Action for Fraudulent Concealment The demurrers to the second and third causes of action are brought by Denise Tayloe and Think 5 Entertainment ("T5E"). Cross-Defendants' demurrers are sustained with 20 days leave to amend. Cross-Complainant fails to state sufficient facts to state a cause of action. "A complaint for fraud must allege

the following elements: (1) a knowingly false representation by the defendant; (2) an intent to deceive or induce reliance; (3) justifiable reliance by the plaintiff; and (4) resulting damages." Service by Medallion, Inc. v. Clorox Co. (1996) 44 Cal.App.4th 1807, 1816. "[T]he elements of an action for fraud and deceit based on a concealment are: (1) the defendant must have concealed or suppressed a material fact, (2) the defendant must have been under a duty to disclose the fact to the plaintiff, (3) the defendant must have intentionally concealed or suppressed the fact with the intent to defraud the plaintiff, (4) the plaintiff must have been unaware of the fact and would not have acted as he did if he has known of the concealed or suppressed fact, and (5) as a result of the concealment or suppression of the fact, the plaintiff must have sustained damage."

Boschma v. Home Loan Center, Inc. (2011) 198 Cal.App.4th 230, 248. The circumstances that could support a duty to disclose are as follows: "(1) when the defendant is in a fiduciary relationship with the plaintiff; (2) when the defendant had exclusive knowledge of material facts not known to the plaintiff; (3) when the defendant actively conceals a material fact from the plaintiff; and (4) when the defendant makes partial representations but also suppresses some material facts." Heliotis v. Schuman (1986) 181 Cal.App.3d 646, 651. "Every element of the cause of action for fraud must be alleged in the proper manner and the facts constituting the fraud must be alleged with sufficient specificity to allow defendant to understand fully the nature of the charge made.

The requirement of specificity in a fraud action against a corporation requires the plaintiff to allege the names of the persons who made the allegedly fraudulent representations, their authority to speak, to whom they spoke, what they said or wrote, and when it was said or written." Tarmann v. State Farm Mut. Auto. Ins. Co. (1991) 2 Cal.App.4th 153, 157. Plaintiff must state facts which "show how, when, where, to whom, and by what means the representations were tendered." Lazar v. Superior Court (1996) 12 Cal.4th 631, 645.

As against Denise Tayloe and T5E, Cross-Complainant has failed to allege that these parties made any representations. The only representations that were alleged were made by Kenneth Tayloe. There are no facts to indicate that Kenneth Tayloe was authorized to make representations on behalf of T5E. As no false representations are alleged, of course, the specificity requirement set forth in Tarmann and Lazar are not met as well. Similarly, since no false representations are alleged, no specific facts to show knowledge of falsity, intent to deceive, justifiable reliance, and resulting damages are alleged.

As to the fraudulent concealment cause of action, no specific facts are set forth regarding these Cross-Defendants' duty to disclose. No facts whatsoever are stated against T5E other than perhaps that they benefitted from Kenneth Tayloe's alleged concealment. (FACC, P. 59d). As against Denise Tayloe,

Cross-Complainant simply sets forth conclusory statements based on her title as Chief Financial Officer of a "company," presumably MWE Live, LLC ("MWE"). However, facts to meet the elements noted in Heliotis v. Schuman (1986) 181 Cal.App.3d 646, 651 above are not set forth. Cross-Defendants' demurrers to the second and third causes of action are sustained with 20 days leave to amend. Fourth Cause of Action for Fraudulent Transfer All the demurring Cross-Defendants are named in this cause of action and all brought demurrers to this cause of action.

Cross-Defendants' demurrers to the fourth cause of action are sustained with 20 days leave to amend. Cross-Complainant fails to state sufficient facts to state a cause of action. Civil Code Sec. 3439.04 provides two methods of establishing a fraudulent transfer. "Actual fraud," as defined in subdivision (a)(1), is a transfer made with "actual intent to hinder, delay or defraud any creditor of the debtor." "Constructive fraud," as defined in subdivision (a)(2), requires a showing that the debtor did not receive "reasonably equivalent value" for the transfer, and the transfer was made when the debtor (A) "was engaged or was about to engage in a business or a transaction for which the remaining assets of the debtor were unreasonably small in relation to the business or transaction;" or (B) the debtor "[i]ntended to incur, or believed or reasonably should have believed that he or she would incur, debts beyond his or her ability to pay as they became due."

Id. Section 3439.04 is construed to mean a transfer is fraudulent if the provisions of either subdivision are satisfied. See Monastra v. Konica Business Machines U.S.A., Inc. (1996) 43 Cal.App.4th 1628, 1635; See also Lyons v. Security Pacific Nat. Bank (1995) 40 Cal.App.4th 1001, 1020. Civ. Code, Sec. 3439.09(c) states: "Notwithstanding any other provision of law, a cause of action under this chapter with respect to a transfer or obligation is extinguished if no action is brought or levy made within seven years after the transfer was made or the obligation was incurred."

Cross-Defendant T5E alleges that the statute of repose (seven years) bars this action. Cross-Complainant alleges that fraudulent transfers occurred from 2015 to 2025. (FACC, P. 16). The Cross-Complaint was filed on January 2, 2026. Cross-Complainant filed a First Amended Cross-Complaint on February 23, 2026. Thus, under T5E's theory any alleged fraudulent transfers occurring seven years prior to January 2, 2026 would be barred from recovery. In the opposition, Cross-Complainant alleges that the operative date for the transfers should be February 28, 2024 because the transferee We1 Inc. was not formed until then.

However, these facts are lacking in the FACC, which renders the allegations uncertain with respect to the transfer date. In addition, insufficient facts are stated with respect to the demurring

Defendants' alleged acts of transfer and/or facts indicating receipt of a transfer. Again, the facts are uncertain as Cross-Complainant pleads that the transferee was We1 Inc. "and/or" T5E. (FACC, P. 67). As to Denise Tayloe, Cross-Complainant alleges that Denise Tayloe benefitted from certain acts made by Kenneth Tayloe. (FAC, P. 27). However, insufficient facts are alleged to indicate that Denise Tayloe was a beneficiary of the fraudulent transfer. "[T]he fact that a person received any kind of "benefit," no matter how intangible or indirect, from a fraudulent transaction does not necessarily subject that person to liability.

There are limits to the legal assessment of the type of "benefit" that will subject a beneficiary to liability for the debtor's alleged fraudulent transfer. The benefit received must be "direct, ascertainable and quantifiable" and must bear a " 'necessary correspondence to the value of the property transferred.' [T]ransfer beneficiary status depends on three aspects of the "benefit": (1) it must actually have been received by the beneficiary; (2) it must be quantifiable; and (3) it must be accessible to the beneficiary.'" Lo v.

Lee (2018) 24 Cal.App.5th 1065, 1073 (internal citations and quotations omitted). Cross-Complainant has failed to allege sufficient facts to meet the elements above as to Denise Tayloe. Cross-Complainants' demurrers to the fourth cause of action are sustained with 20 days leave to amend. Seventh Cause of Action for Breach of Contract Cross-Defendants T5E and MWE's demurrer to the seventh cause of action is sustained with 20 days leave to amend. Cross-Complainant fails to state sufficient facts to state a cause of action. "The elements of a cause of action for breach of contract are: (1) the contract, (2) plaintiff's performance or excuse for nonperformance, (3) defendant's breach, and (4) the resulting damages to plaintiff."

Coles v. Glaser (2016) 2 Cal.App.5th 384, 391 (internal quotation omitted). " Where contractual liability depends upon the satisfaction or performance of one or more conditions precedent, the allegation of such satisfaction or performance is an essential part of the cause of action." Careau & Co. v. Security Pacific Business Credit, Inc. (1990) 222 Cal.App.3d 1371, 1389. Cross-Defendants T5E and MWE argue that conditions precedent in the contract did not occur, which precludes allegations of Cross-Defendants' breach and resulting damages.

Cross-Complainant does not specifically contest this argument but argues that the prevention doctrine applies to allow for Cross-Complainant's claim. Civ. Code, Sec. 1511 states: "The want of performance of an obligation, or of an offer of performance, in whole or in part, or any delay therein, is excused by the following causes, to the extent to which they operate: 1.

When such performance or offer is prevented or delayed by the act of the creditor, or by the operation of law, even though there may have been a stipulation that this shall not be an excuse; however, the parties may expressly require in a contract that the party relying on the provisions of this paragraph give written notice to the other party or parties, within a reasonable time after the occurrence of the event excusing performance, of an intention to claim an extension of time or of an intention to bring suit or of any other similar or related intent, provided the requirement of such notice is reasonable and just; 2.

When it is prevented or delayed by an irresistible, superhuman cause, or by the act of public enemies of this state or of the United States, unless the parties have expressly agreed to the contrary; or, 3. When the debtor is induced not to make it, by any act of the creditor intended or naturally tending to have that effect, done at or before the time at which such performance or offer may be made, and not rescinded before that time." Cross-Complainant has failed to allege sufficient facts to demonstrate that the prevention doctrine applies to excuse the condition precedent in the contract.

Cross-Defendants' demurrer to the seventh cause of action is sustained with 20 days leave to amend. Ninth Cause of Action for Financial Elder Abuse Of the demurring Defendants, only Kenneth Tayloe is named as a party to this cause of action. Cross-Defendant's demurrer to the ninth cause of action is sustained with 20 days leave to amend. Cross-Complainant fails to state facts sufficient to state a cause of action. Welf. & Inst. Code, Sec. 15610.30 states, in relevant part: "(a) "Financial abuse" of an elder or dependent adult occurs when a person or entity does any of the following: (1) Takes, secretes, appropriates, obtains, or retains real or personal property of an elder or dependent adult for a wrongful use or with intent to defraud, or both. (2) Assists in taking, secreting, appropriating, obtaining, or retaining real or personal property of an elder or dependent adult for a wrongful use or with intent to defraud, or both. (3) Takes, secretes, appropriates, obtains, or retains, or assists in taking, secreting, appropriating, obtaining, or retaining, real or personal property of an elder or dependent adult by undue influence, as defined in Section 15610.70."

Pleading a claim for elder abuse requires specific facts of intentional or, at a minimum, reckless conduct. See

Worsham v. O'Connor Hospital (2014) 226 Cal.App.4th 331, 338. To state the statutory cause of action for Financial Elder Abuse, Plaintiff must plead specific facts. See Covenant Care v. Superior Court (2004) 32 Cal.4th 771, 790. Cross-Complainant has failed to state the requisite specific facts to state a cause of action. Cross-Complainant attempts to allege an elder abuse cause of action based on financial abuse. However, there are no facts to show that demurring Cross-Defendant herein took, secreted, appropriated, obtained, or retained real or personal property of an elder Cross-Complainant, or assisted in doing so.

The loss alleged by Cross-Complainant is derivative of the harm to the entities in which Cross-Complainant was involved with. "[H]is claim does not originate in circumstances independent of his status as a shareholder in the Companies, and his claim therefore cannot be deemed personal." Hilliard v. Harbour (2017) 12 Cal.App.5th 1006, 1015 (holding that the alleged taking did not originate other than through the plaintiff's status as a shareholder and thus the element of taking of personal property was not met).

Cross-Complainant argues that amendment would be able to cure this defect. The demurrer to the ninth cause of action is sustained with 20 days leave to amend. Tenth Cause of Action for Declaratory Relief T5E and Denise Tayloe brought demurrers to the tenth cause of action. Cross-Defendants' demurrer to the tenth cause of action is sustained with 20 days leave to amend. Cross-Complainant fails to state sufficient facts to state a cause of action. Code Civ. Proc., Sec. 1060 states, in relevant part: "Any person interested under a written instrument, excluding a will or a trust, or under a contract, or who desires a declaration of his or her rights or duties with respect to another, or in respect to, in, over or upon property, [. . .]may, in cases of actual controversy relating to the legal rights and duties of the respective parties, bring an original action or cross-complaint in the superior court 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.

He or she may ask for a declaration of rights or duties, either alone or with other relief; and the court may make a binding declaration of these rights or duties, whether or not further relief is or could be claimed at the time. The declaration may be either affirmative or negative in form and effect, and the declaration shall have the force of a final judgment. The declaration may be had before there has been any breach of the obligation in respect to which said declaration is sought." "To qualify for declaratory relief, [Plaintiff] would have to demonstrate its action presented two essential elements: "(1) a proper subject of declaratory relief, and (2) an actual controversy involving justiciable questions relating to [Plaintiff's] rights or obligations....

But even assuming that [Plaintiff's] action satisfies the first requirement, it must still present an 'actual

controversy.' The 'actual controversy' language in Code of Civil Procedure section 1060 encompasses a probable future controversy relating to the legal rights and duties of the parties. It does not embrace controversies that are conjectural, anticipated to occur in the future, or an attempt to obtain an advisory opinion from the court. Thus, while a party may seek declaratory judgment before an actual invasion of rights has occurred, it must still demonstrate that the controversy is justiciable.

And to be justiciable, the controversy must be ripe." Wilson & Wilson v. City Council of Redwood City (2011) 191 Cal.App.4th 1559, 1582 (internal citations and quotations omitted; emphasis in original). "The court may refuse to exercise the power granted by this chapter in any case where its declaration or determination is not necessary or proper at the time under all the circumstances." Code Civ. Proc., Sec. 1061. As against these Cross-Defendants, Cross-Complainant has failed to identify a proper subject for declaratory relief, such as, for example, a contract between the parties.

Cross-Complainant has also failed to identify an actual controversy between the parties encompassing future legal rights and duties between the parties. The demurrers to the tenth cause of action are sustained with 20 days leave to amend. Eleventh Cause of Action for Accounting Cross-Defendant Denise Tayloe's demurrer to the eleventh cause of action is sustained with 20 days leave to amend. Cross-Complainant fails to state facts sufficient to state a cause of action. "A cause of action for an accounting requires a showing that a relationship exists between the plaintiff and defendant that requires an accounting, and that some balance is due the plaintiff that can only be ascertained by an accounting.

An action for accounting is not available where the plaintiff alleges the right to recover a sum certain or a sum that can be made certain by calculation." Teselle v. McLoughlin (2009) 173 Cal.App.4th 156, 179. Cross-Complainant alleges that a sufficient relationship exists between the parties based on Cross-Defendant's alleged fiduciary duty. However, as noted above, the allegation of fiduciary duty is uncertain as the fiduciary duty was not sufficiently alleged in the first cause of action. Thus, the simple conclusory statement regarding the existence of a fiduciary duty set forth in the eleventh cause of action is uncertain.

In addition, to the extent that the fiduciary duty would be based on Denise Tayloe's alleged status as Chief Financial Officer of MWE, it would appear that any allegation of accounting should be directed to that Cross-Defendant and not Denise Tayloe personally. Finally, Cross-Complainant has not alleged sufficient facts to allege the balance due can only be ascertained by an accounting. Thus, for the foregoing reasons, Cross-Defendants' demurrers to the First Amended

Cross-Complaint are sustained with 20 days leave to amend. Cross-Defendants Think 5 Entertainment, Inc., et al. are ordered to give notice of this ruling. Case Number: 24TRCV03982 Hearing Date: September 2, 2026 Dept: M LOS ANGELES SUPERIOR COURT - SOUTHWEST DISTRICT Honorable Amy N. Carter Department M Wednesday - September 2, 2026 Calendar No. PROCEEDINGS Andreas Klohnen, et al. v. General Motors, LLC, et al. 24TRCV03982 1. Andreas Klohnen, et al.'s Motion to Compel Deposition of Defendant's Person Most Qualified TENTATIVE RULING Andreas Klohnen, et al.'s Motion to Compel Deposition of Defendant's Person Most Qualified is granted, in part, and denied, in part.

Background

Plaintiffs filed their Complaint on November 25, 2024. This is a "Lemon Law" case brought by Plaintiffs concerning a 2023 GMC Yukon. Plaintiffs allege that the vehicle suffers from widespread defects. Defendant was unable to repair their vehicle within a reasonable number of attempts. Plaintiffs further allege that Defendant knew that the vehicle suffered from the prevalent defects but nevertheless refused to repurchase the vehicle--a willful violation of the Song-Beverly Consumer Warranty Act ("Song-Beverly Act").

Motion to Compel Deposition and Production of Documents The party noticing the deposition may move for an order compelling appearance at the deposition and production of documents, pursuant to the deposition notice, from the party deponent who fails to appear or produce materials requested in the deposition notice, and who has not served a valid objection under Sec. 2025.410(a). CCP Sec. 2025.450(a). "The motion shall be accompanied by a meet and confer declaration under Section 2016.040, or, when the deponent fails to attend the deposition and produce the documents, electronically stored information, or things described in the deposition notice, by a declaration stating that the petitioner has contacted the deponent to inquire about the nonappearance."

CCP Sec. 2025.450(b)(2). Plaintiffs adequately set forth a meet and confer declaration stating that Plaintiffs contacted the deponent to inquire about the nonappearance. (Decl., Matt Xie, P.P. 16-22). Plaintiffs move for an order compelling Defendant's person most qualified to appear and