Judge: Melissa R. Mccormick, Case: "Gonzalez v. Phillips, et al.", Date: 2022-07-28 Tentative Ruling

Defendant Cliq, Inc.’s Motion for Summary Adjudication

Defendant Cliq, Inc. moves for summary adjudication against plaintiff Jaime Gonzalez’s second cause of action for breach of contract (equity agreement).  For the following reasons, defendant’s motion is denied.

A defendant seeking summary judgment bears the burden of persuasion and burden of proof by a preponderance of the evidence to negate the plaintiff’s claim.  It may do this by demonstrating the claim has no merit, that the plaintiff cannot prove an element of the claim, or that the defendant has a complete defense entitling it to judgment as a matter of law.  Cal. Civ. Proc. Code § 437c(p)(2); Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 850-51. 

If a defendant does not meet this initial burden, the plaintiff need not oppose the motion and the motion must be denied.  Binder v. Aetna Life Ins. Co. (1999) 75 Cal.App.4th 832, 840.  If the defendant meets this initial burden, the burden shifts to the plaintiff to produce evidence demonstrating the existence of a triable issue of material fact.  Cal. Civ. Proc. Code § 437c(p)(2); Aguilar, 25 Cal.4th at 850-51.

Cliq contends the four-year statute of limitations for breach of contract claims bars Gonzalez’s second cause of action.  Cliq argues Gonzalez’s deposition testimony that he knew in 2014 that Cliq had not given him “stock” in Cliq demonstrates the claim is untimely. 

The evidence regarding Gonzalez’s knowledge of the alleged breach is contradictory.  Cliq relies heavily on the following question and answer from Gonzalez’s deposition:

Q.       And by 2014, when you were fully vested—or at least when you believed you were fully vested, and you’d never been given a distribution, never been given a stock certificate, never been given a tax form for your share of the profits—at that point, you felt like Andy [Phillips] was screwing you over your stock, correct?

A.       Yeah.  I really wasn’t in a position to do much about it.

Goon Decl. Ex. C (Gonzalez Depo. at 59:18-60:1).  Gonzalez also testified, however, as follows:

Q.       But you knew [Andy Phillips] was screwing you out of the stock by 2014, correct?

A.       I didn’t know specifically, no.

Goon Decl. Ex. C (Gonzalez Depo. at 60:24-61:2). 

Gonzalez has also presented evidence showing other triable issues of fact regarding his knowledge of Cliq’s alleged breach of the equity agreement and when the alleged breach occurred.  See, e.g., Gonzalez’s Responsive Separate Statement No. 6 (and evidence cited therein); Gonzalez’s Additional Material Facts Nos. 1, 2, 3, 4 & 5 (and evidence cited therein).

Cliq’s evidentiary objections to the Gonzalez and Perrino Declarations are overruled.

Gonzalez to give notice.