HAB SIAM VS. BRAD GERSTNER, ET AL

9/11/2026 – Law and Motion Calendar Judge: Honorable Mark A. McCannon – Department 2 Page 24 of 38

2:00 PM LINE: 8 25-CIV-04197 HAB SIAM VS. BRAD GERSTNER, ET AL

HAB SIAM MATTHEW DITON BRAD GERSTNER ANJALI PRASAD VADILLO

DEFENDANT BRAD GERSTNER'S DEMURRER TO FIRST AMENDED COMPLAINT

TENTATIVE RULING:

For the reasons stated below, Defendant Brad Gerstner’s (“Gerstner”) Demurrer to Plaintiff Hab Siam’s (“Plaintiff”) First Amended Complaint (“FAC”) is SUSTAINED WITH LEAVE TO AMEND as to the First through Sixth and Eighth through Tenth Causes of Action and OVERRULED as to the Seventh Cause of Action.

FIRST, SECOND, THIRD, FOURTH, FIFTH, EIGHTH, NINTH AND TENTH CAUSES OF ACTION

Plaintiff alleges Gerstner is the alter ego of Defendant Altimeter Capital Management, LP (“Altimeter”) as a basis for imposing liability on Gerstner. To establish alter-ego liability, a plaintiff must allege sufficient facts showing both a unity of interest and ownership such that the separate personalities of the entity and its owner no longer exist, and that an inequitable result would follow if the entity alone were treated as the actor. (Leek v. Cooper (2011) 194 Cal.App.4th 399, 415.)

The FAC alleges that Gerstner founded Altimeter, is its sole legal and beneficial equity owner, and exclusively controls Altimeter and its investment funds. (FAC, ¶¶ 2–4.) Those allegations establish ownership and control, but do not allege additional facts demonstrating the requisite unity of interest or an inequitable result from recognition of Altimeter's separate existence. Sole ownership and control, without more, are insufficient. (Leek, supra, 194 Cal.App.4th at p. 415.)

Accordingly, to the extent Gerstner's liability on these causes of action is premised solely upon alter ego, the Demurrer is SUSTAINED WITH LEAVE TO AMEND. The Court does not reach Gerstner's remaining challenges to these causes of action, which substantially overlap with the arguments raised in Altimeter's separately filed demurrer.

SIXTH CAUSE OF ACTION — LIBEL PER SE

The Sixth Cause of Action alleges that Gerstner sent a text message to Plaintiff's current employer accusing Plaintiff of dishonesty and unethical legal practices by “fabricating” claims and “shaking down” Gerstner and Altimeter. (FAC, ¶¶ 82–83.)

The words constituting an alleged libel must be specifically identified, although they need not necessarily be pleaded verbatim. (Medical Marijuana, Inc. v. ProjectCBD.com (2020) 46 Cal.App.5th 869, 893–894.) In

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determining whether a written statement is actionable, the statement must also be considered in the context in which it was made. (John Doe 2 v. Superior Court (2016) 1 Cal.App.5th 1300, 1312–1313.)

Here, the FAC quotes only isolated words from the text message and otherwise characterizes Plaintiff's interpretation of the communication. The allegations do not provide sufficient language or context for the Court to determine whether the challenged written statements are reasonably susceptible of a defamatory meaning.

The Demurrer to the Sixth Cause of Action is therefore SUSTAINED WITH LEAVE TO AMEND.

SEVENTH CAUSE OF ACTION — SLANDER PER SE

The Seventh Cause of Action alleges that Gerstner told Altimeter employees that Plaintiff had been “fired” because he “screwed up” an important legal project and that Plaintiff's work as General Counsel was incompetent. (FAC, ¶ 136.)

Civil Code section 46, subdivision (3), encompasses oral statements that tend directly to injure a person in his profession by imputing professional disqualification or incompetence. A statement falling within that subdivision constitutes slander per se and requires no allegation or proof of actual damages. (Regalia v. The Nethercutt Collection(2009) 172 Cal.App.4th 361, 367–368.)

Contrary to Gerstner's argument, Plaintiff expressly alleges that Gerstner stated Plaintiff's work as General Counsel was incompetent. Taken as true for purposes of demurrer, the allegation is sufficient to plead slander per se under Civil Code section 46, subdivision (3).

The Demurrer to the Seventh Cause of Action is OVERRULED.

Plaintiff shall file and serve any Second Amended Complaint within 10 days after service of written notice of the Court's order.

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2:00 PM LINE: 9 25-CIV-04197 HAB SIAM VS. BRAD GERSTNER, ET AL

HAB SIAM MATTHEW DITON BRAD GERSTNER ANJALI PRASAD VADILLO

DEFENDANT BRAD GERSTNER and ALTIMETER CAPITAL MANAGEMENT, LP’S MOTION TO STRIKE FIRST AMENDED COMPLAINT

TENTATIVE RULING:

For the reasons stated below, Defendants Altimeter Capital Management, LP and Brad Gerstner's Motion to Strike Portions of the First Amended Complaint is GRANTED IN PART AND DENIED IN PART.

As to Gerstner, the Motion to Strike the prayer for punitive damages is DENIED. The Seventh Cause of Action for slander per se remains adequately pleaded, and Defendants' challenge to punitive damages is premised upon the asserted failure of the underlying tort claims. The remainder of Gerstner's Motion to Strike is MOOT in light of the Court's ruling sustaining his Demurrer to the claims upon which the remaining requested relief depends.

As to Altimeter, the Motion to Strike the prayer for punitive damages is DENIED consistent with the Court's ruling on Altimeter's Demurrer to the Fifth Cause of Action for Promissory Fraud.

Altimeter's Motion to Strike the prayer for reasonable attorney's fees and costs is MOOT consistent with the Court's ruling on Altimeter's Demurrer to the Eighth Cause of Action for Failure to Pay Wages Owed at Termination. If that cause of action remains pleaded, Labor Code section 218.5 permits recovery of reasonable attorney's fees and costs in an action for nonpayment of wages.

Altimeter's Motion to Strike the prayer for an accounting is DENIED. Although an accounting is generally unavailable where a plaintiff seeks a sum certain (Civic Western Corp. v. Zila Industries, Inc. (1977) 66 Cal.App.3d 1, 14), the FAC alleges that Plaintiff is entitled to profit-sharing distributions in addition to a guaranteed minimum compensation amount and that the amount of those distributions has not yet been determined. (FAC, ¶¶ 32, 106.) Altimeter therefore has not established at the pleading stage that an accounting is unavailable as a matter of law.

Altimeter’s Motion to Strike the prayer for an equitable remedy to accelerate vesting is GRANTED WITH LEAVE TO AMEND. Other than authority that courts have broad discretion in fashioning an equitable remedy (see Shapiro v. Sutherland (1998) 64 Cal.App.4th 1534, 1552), Plaintiff fails to provide any authority to support that he is entitled to such relief based on the facts alleged in the FAC. The court therefore is not persuaded that such relief is proper.

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2:00 PM LINE: 10 25-CIV-04197 HAB SIAM VS. BRAD GERSTNER, ET AL

HAB SIAM MATTHEW DITON BRAD GERSTNER ANJALI PRASAD VADILLO

DEFENDANT ALTIMETER CAPITAL MANAGEMENT, LP’S DEMURRER TO FIRST AMENDED COMPLAINT

TENTATIVE RULING:

For the reasons stated below, Defendant Altimeter Capital Management, LP’s Demurrer to the First through Fifth, Eighth, and Ninth Causes of Action in Plaintiff Hab Siam’s First Amended Complaint is SUSTAINED WITH LEAVE TO AMEND as to the Fourth, Eighth, and Ninth Causes of Action and OVERRULED as to the First, Second, Third, and Fifth Causes of Action. (Code Civ. Proc., § 430.10, subd. (e).)

FIRST CAUSE OF ACTION — ANTICIPATORY REPUDIATION

A cause of action for anticipatory repudiation requires: (1) a valid contract; (2) the plaintiff’s performance up to the time of repudiation, or a valid excuse for nonperformance; (3) the plaintiff’s readiness, willingness, and ability to perform; (4) the defendant’s unequivocal repudiation before performance was due; and (5) resulting damages. (Civ. Code, § 1440; Taylor v. Johnston (1975) 15 Cal.3d 130; Daum v. Superior Court (1964) 228 Cal.App.2d 283.)

Altimeter first argues that Plaintiff has not sufficiently alleged the existence of a contract. As discussed below, however, the FAC sufficiently alleges an oral compensation agreement. Altimeter further argues that Plaintiff has not pleaded an unequivocal repudiation.

The FAC alleges that on January 29, 2024, Altimeter provided Plaintiff with a compensation spreadsheet presented as a final “take it or leave it” position and asserted that Plaintiff was entitled to no more than $4,562,113 in vested fund profits. (FAC, ¶¶ 96–99.) Taken together, these allegations sufficiently plead, for purposes of demurrer, an unequivocal repudiation of the alleged compensation agreement.

The Demurrer to the First Cause of Action is OVERRULED.

SECOND CAUSE OF ACTION — BREACH OF ORAL CONTRACT

The elements of a claim for breach of oral contract are the same as those for breach of a written contract: existence of a contract, plaintiff’s performance or excuse for nonperformance, defendant’s breach, and resulting damages. (Stockton Mortgage, Inc. v. Tope (2014) 233 Cal.App.4th 437, 453.)