Judge Ronald F. Frank, Case 22TRCV00973 2023-03-16 Tentative Ruling

Judge: Ronald F. Frank, Case: 22TRCV00973, Date: 2023-03-16 Tentative Ruling

Case Number: 22TRCV00973 Hearing Date: March 16, 2023 Dept: 8

Tentative Ruling¿

¿¿

HEARING DATE: March 16, 2023¿¿

¿¿

CASE NUMBER: 22TRCV00973

¿¿

CASE NAME: Robert Schneider; Mandalini LLC v. Steven James Golebiowski, et al

¿¿

MOVING PARTY: Plaintiffs/Cross-Defendants, Robert Schneider and Mandalini, LLC

RESPONDING PARTY: Defendant/Cross-Complainant, Steven James Golebiowski

¿¿

TRIAL DATE: None Set.

¿¿

MOTION:¿ (1) Demurrer¿ to First Amended Cross-Complaint

(2) Motion to Strike portions of First Amended Cross-Complaint

Tentative Rulings: (1) Overruled. While the FAXC and Golebiowski’s verified Answer contain disharmonious assertions, the Court’s view is that the demurrer’s arguments are more appropriately raised at the dispositive motion phase, not the pleading stage. Perhaps the evidence will later show the Court that Golebiowski usurped a “partnership” opportunity or breached the terms of the purported “partnership” agreement, or perhaps the evidence will show a different nature of the relationship between the parties besides a partnership. While the Court appreciates the detail provided by both sides as to the looming battle lines and nuances about their respective contentions, the Court finds the allegations of the FAXC to sufficiently state the claimed causes of action at the pleading stage

(2) Denied

I. BACKGROUND¿¿

¿¿

A. Factual¿¿

On October 18, 2022, Plaintiffs Robert Schneider and Mandalini, LLC, a Nevada Limited Liability Company, initiated this action by filing a Complaint against Steven James Golebiowski (“Golebiowski”), and DOES 1 through 5 inclusive. The Complaint alleges causes of action for: (1) Declaratory Relief & Injunctive Relief per California Code of Civil Procedure Section 1060, et. seq.; and (2) Violation of Business & Professions Code section 17200, et seq.

On December 15, 2022, Defendant/Cross-Complainant, Golebiowski filed a Cross-Complaint against Robert Schneider and Mandalini, LLC. On January 25, 2023, Golebiowski filed a First Amended Cross-Complaint alleging causes of action for: (1) Declaratory Relief; (2) Breach of Implied Contract; (3) Violation of Business & Professions Code section 17200; and (4) Quantum Meruit.

Plaintiffs/Cross-Defendants, Schneider and Mandalini now file a Demurrer and Motion to Strike Golebiowski’s First Amended Cross-Complaint. Curiously, even though Plaintiffs themselves have asserted a cause of action for declaratory relief, they contend in their demurrer that their opposing party cannot also seek declaratory relief concerning matters arising from the same operative set of facts alleged in the Plaintiffs’ complaint. The Demurrer also contends that Golebiowski’s verified Answer to the Complaint creates an irreconcilable conflict such that he cannot allege that a partnership existed among the parties and that, as a matter of law, he comes to the Court with such unclean hands that, as a matter of law, he cannot survive the pleading stage of this litigation with an equitable cause of action like quantum meruit. The Court disagrees with Schneider’s and Mandalini’s assertions at the pleading stage, without prejudice to the reassertion of such contentions in support of a dispositive motion later in the litigation.

B. Procedural¿¿

On February 15, 2023, Schneider and Mandalini filed both the demurrer and Motion to Strike. On March 3, 2023, Golebiowski filed an opposition to both. On March 8, 2023, Schneider and Mandalini filed reply briefs.

¿II. MOVING PARTY’S GROUNDS

Schneider and Mandalini demur to the First, Second, Third, and Fourth causes of action arguing that the causes of action fail to plead facts sufficient to constitute a cause of action, and are uncertain, ambiguous, and unintelligible.

Cross-Defendants, Schneider and Mandalini filed a Motion to strike the following allegations from the Cross-Complaint:

1. Paragraph 14:8-9, p. 5: "on behalf of the partnership ... "

2. Paragraph 24:11-13, p.7:"In reliance upon the promises and agreements made by Schneider, and to further the partnership's interests, Mr. Golebiowski performed significant amount of work including, but not limited to, securing rights, drafting five (5) separate versions of the screenplay ... "

Schneider and Mandalini argue that in his verified Answer to Plaintiffs’ verified Complaint, Golebiowski admitted he never conveyed his copyright of the Screenplay to the alleged partnership and registered the Screenplay with the United States Copyright Office in his own name. Schneider and Mandalini argue that Golebiowski also admitted he secured an exclusive two-year option with the author of two books upon which the Shroud movie was to be based solely in his own name. As such, Schneider and Mandalini request this Court strike the above allegations.

Schneider and Mandalini also move to strike specified allegations that the Screenplay Golebiowski wrote and registered the copyright in his own name and thus could not have been registered in the name of the alleged partnership Golebiowski claimed he formed with Cross-Defendants. They also seek to strike the content of asserted settlement negotiations and other pages and lines of the FAXC detailed below.

¿III. REQUEST FOR JUDICIAL NOTICE

Plaintiff/Cross-Defendants Schneider and Mandalini request that this Court take judicial notice of certain items pursuant to the appropriate sections of the California Evidence Code:

1. The Following Copyright Registration pulled from the United States Copyright Office, Cross-Defendants' Exhibit, pursuant to Evidence Code§ 452(h).

a. Exhibit A: Copyright Registration of the Screenplay The Shroud Resurrected filed by Steven Golebiowski dated January 4, 2018.

i. Registration Number I Date: PAu003903190 I 2018-01 -04 Supplemented by: PAu004148576 I 2022 Application Title: The Shroud Resurrected. Title: The Shroud Resurrected. Description: Electronic file (eService) Copyright Claimant: Steven Golebiowski. Address: 615 Prospect Avenue, Hermosa Beach, CA, 90254, United States. Date of Creation: 2017 Authorship on Application: Steven Golebiowski; Domicile: United States; Citizenship: United States. Authorship: text. Boon Collins; Domicile: Canada; Citizenship: Canada. Authorship: text.

b. Exhibit B: Amended Copyright Registration of the Screenplay The Shroud Resurrected filed by Boone Collins dated August 29, 2022.

i. PAu004148576 I 2022-08-29 Supplement to: PAu003903190 I 2018 Application Title: The Shroud Resurrected. Title: The Shroud Resurrected. Copyright Claimant: Boon Collins. Steven Golebiowski. Date of Creation: 2017 Authorship on Application: Boon Collins; Citizenship: Canada. Authorship: text. Steven Golebiowski; Citizenship: United States. Authorship: text ... Amplifications Explained: Mr. Boon Collins, as co-author of the joint work, was omitted as a co-copyright claimant. Now that Mr. Collins has discovered the omission of his name, he would like to have his name added as a copyright claimant.

2. The Following Pleadings From the Underlying Lawsuit pursuant to Section 452(d) of the California Evidence Code.

a. Exhibit C: Plaintiff Robert Schneider and Mandalini LLC's Verified Complaint, Case No. 22TRCV00973 filed on October 18, 2022

b. Exhibit D: Defendant Steven James Golebiowski's Verified Answer to Plaintiff Robert Schneider and Mandalini LLC's Verified Complaint Case No. 22TRCV00973 filed on December 15, 2022.

The Court grants Schneider and Mandalini’s request and takes judicial notice of the above.

IV. ANALYSIS¿

A. Demurrer

A demurrer can be used only to challenge defects that appear on the face of the pleading under attack or from matters outside the pleading that are judicially noticeable. (Blank v. Kirwan (1985) 39 Cal.3d 311, 318.) “To survive a demurrer, the complaint need only allege facts sufficient to state a cause of action; each evidentiary fact that might eventually form part of the plaintiff’s proof need not be alleged.” (C.A. v. William S. Hart Union High School Dist. (2012) 53 Cal.4th 861, 872.) For the purpose of testing the sufficiency of the cause of action, the demurrer admits the truth of all material facts properly pleaded. (Aubry v. Tri-City Hospital Dist. (1992) 2 Cal.4th 962, 966-967.) A demurrer “does not admit contentions, deductions or conclusions of fact or law.” (Daar v. Yellow Cab Co. (1967) 67 Cal.2d 695, 713.)¿¿¿

¿¿

A pleading is uncertain if it is ambiguous or unintelligible. (Code Civ. Proc., § 430.10, subd. (f).) A demurrer for uncertainty may lie if the failure to label the parties and claims renders the complaint so confusing defendant cannot tell what he or she is supposed to respond to.¿ (Williams v. Beechnut Nutrition Corp. (1986) 185 Cal.App.3d 135, 139, fn. 2.) However, “[a] demurrer for uncertainty is strictly construed, even where a complaint is in some respects uncertain, because ambiguities can be clarified under modern discovery procedures.” (Khoury v. Maly's of California, Inc. (1993) 14 Cal.App.4th 612, 616.)¿¿

Declaratory Relief

“To qualify for declaratory relief, a party 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 the party’s rights or obligations.” (Jolley v. Chase Home Finance, LLC (2013) 213 Cal.App.4th 872, 909, quotation marks and brackets omitted.)

A cause of action for declaratory relief should not be used as a second cause of action for the determination of identical issues raised in another cause of action. (General of America Insurance Co. v. Lilly (1968) 258 Cal.App.2d 465, 470.) “The availability of another form of relief that is adequate will usually justify refusal to grant declaratory relief” (California Insurance Guarantee Association v. Superior Court (1991) 231 Cal.App.3d 1617, 1624), and a duplicative cause of action is subject to demurrer (Palm Springs Villas II Homeowners Association, Inc. v. Parth (2016) 248 Cal.App.4th 268, 290). Further, “there is no basis for declaratory relief where only past wrongs are involved.” (Osseous Technologies of America, Inc. v. DiscoveryOrtho Partners LLC (2010) 191 Cal.App.4th 357, 366, quotation marks omitted.)

Here, the FAXC alleges that Golebiowski is informed and believes that an actual controversy now exists between the parties relating to whether Cross-Complainant and Schneider formed an oral partnership agreement. (FAXC, ¶ 27.) Further, Golebiowski contends that resolution of the parties’ respective rights and duties by declaration of the Court is necessary, as there exists no adequate remedy at law. (FAXC, ¶ 28.) Cross-Complainant alleges and contends that at all times since Schneider pitched the Project to Cross-Complainant, the parties agreed to become partners and collaborate in developing, writing and producing the Project. Along these lines, Schneider and Cross-Complainant agreed that Cross-Complainant would receive compensation for writing services and co-producing services, as well as credit and profit participation. (FAXC, ¶ 29.)

Moreover, the FAXC alleges that the parties understood that the compensation paid to Cross-Complainant for writing services must abide by the Writer's Guild of America ("WGA'') rules and, in particular, its Minimum Basic Agreement for high-budget features, which establishes the minimum compensation that must be paid to members, depending on the nature of the project and services performed. Since, on information and belief, Schneider and Mandalini, as well as Cross-Complainant, are members of the WGA and/or signatories to the WGA Minimum Basic Agreement, each is bound to honor the WGA's basic compensation requirements. (FAXC, ¶ 30.)

The FAXC explains that initially, Cross-Defendants sought to force Cross-Complainant to execute a quitclaim agreement, the terms of which required Cross-Complainant to relinquish all rights to the screenplay in exchange for one-time fee. Not only does Golebiowski contend this breached the parties' alleged partnership and collaboration arrangement, but it also allegedly violated WGA rules, as the compensation offer fell far below the minimum amounts due a guild writer. When Cross-Complainant refused to execute the document, Cross-Defendants tried to circumvent Cross-Complainant by securing a similar quitclaim from the co-writer of the first draft, Boon Collins. In doing so, Golebiowski alleges that Cross-Defendants intended to completely excise his involvement in the Shroud Project and take all rights in the Project, and to leave him without any compensation or benefit for his 2.5 years of work. (FAXC, ¶ 30.)

Based on this, Golebiowski seeks a declaration of judicial relief that he is entitled to rights in accordance with the parties partnership and collaboration agreement, pursuant to which Golebiowski he claims he is entitled to a WGA-complaint writing fee, reasonable producer fees, reasonable profit participation, and credit. (FAXC, ¶ 30.) Golebiowski claims that he and Schneider entered into an oral partnership and collaboration agreement with respect to developing, writing and producing the Shroud Project, pursuant to which Golebiowski was to receive compensation in the form of a writer’s fee, producer’s fee, profit participation, and credit. (FAXC, ¶ 34.) Further the FAXC claims that Golebiowski performed his duties and obligations under the agreement. (FAXC, ¶ 35.) The FAXC alleges that Schneider has breached the agreement by disavowing the claimed partnership agreement and, among other things, refusing to pay Golebiowski his due and owing compensation, or to credit him. (FAXC, ¶ 36.) Additionally, Golebiowski contends that as a result of this breach, he is owed compensation for writing services in accordance with the requirements of the WGA Minimum Basic Agreement, reasonable producing fees, profit participation and credit, all in an amount to be proven at trial. (FAXC, ¶ 37.)

In the demurrer Schneider and Mandalini argue that because of the reasons stated below, the cause of action for declaratory relief fails because Golebiowski’s claim for breach of an implied and oral partnership and equitable relief are without merit as a matter of law.

Breach of Oral Contract

To state a cause of action for breach of contract, Plaintiff must be able to establish “(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.” (Oasis West Realty, LLC v. Goldman (2011) 51 Cal.4th 811, 821.)

Here, the FAXC alleges that Golebiowski and Schneider entered into an oral partnership and collaboration agreement with respect to developing, writing and producing the Shroud Project, pursuant to which Golebiowski was to receive compensation in the form of a writer’s fee, producer’s fee, profit participation, and credit. (FAXC, ¶ 34.) Further the FAXC claims that Golebiowski performed his duties and obligations under the agreement. (FAXC, ¶ 35.) The FAXC alleges that Schneider has breached the agreement by disavowing the partnership agreement and, among other things, refusing to pay Golebiowski his due and owing compensation, or to credit him. (FAXC, ¶ 36.) Additionally, Golebiowski contends that as a result of this breach, he is owed compensation for writing services in accordance with the requirements of the WGA Minimum Basic Agreement, reasonable producing fees, profit participation and credit, all in an amount to be proven at trial. (FAXC, ¶ 37.)

The Demurrer argues that this claim fails for the same reasons set forth below concerning the partnership by implied conduct. Schneider and Mandalini also argue that Golebiowski has also failed to make the allegations to satisfy the elements of an oral partnership agreement, including that the parties agreed to share the losses of the partnership. They also argue that equally conspicuous is the absence of any allegation that the purported partnership carried out any of the partnership’s official business. Lastly, they argue that the FAXC is even more devoid of factual allegations of any partnership registrations with any government agency, or even a name or dba registered to the phantom partnership. As such, the Demurrer argues that in the absence of such an allegation, the demurrer should be sustained.

In opposition, Golebiowski asserts that the FAXC alleges that Golebiowski was to receive “back-end profit participation” as part of his agreement with Schneider. (FAXC at ¶ 13.) Moreover, Golebiowski argues that while an explicit agreement to share profits and losses, and the existence of a financial paper trail, may support the existence of a partnership, they are not “essential elements” that must be alleged to withstand demurrer. Instead, he contend that here, the fact undisputedly show an intention to partner, work together and develop a film project.

Breach of Implied Contract

The FAXC alleges that Cross-Complainant completed five drafts of a screenplay for the Shroud Project and, over a period of 2.5 years, performed the services of a co-producer on the Project. (FAXC, ¶ 41.) The FAXC further alleges that “as a member of the WGA, a signatory to the WGA Minimum Basic Agreement, and as a result of communications between Schneider and Cross-Complainant, Schneider at all times, including prior to receiving the benefits of Cross-Complainant’s services, understood that Cross-Complainant expected, and was entitled, to be compensated for his screenwriting services in accordance with the WGA minimum for high budget films, as well as to receive a producer’s fee, profit participation and be credited as both a screenwriter and producer. (FAXC, ¶ 42.)

The FAXC further alleges that “by virtue of Schneider’s acceptance and utilization of Cross-Complainant’s screenwriting and other services, an agreement was implied in fact to pay Cross-Complainant the compensation set forth [in the FAXC], and to credit Cross-Complainant as screenwriter and producer in connection with the Shroud Project. (FAXC, ¶ 43.) Golebiowski asserts that he performed all covenants and conditions required of him pursuant with the Shroud Project. (FAXC, ¶ 44.) However, he asserts that Schneider breached said agreement by utilizing and profiting from Cross-Complainant’s work without compensating Cross-Complainant for his screenwriting services in accordance with the WGA minimum for high budget films. (FAXC, ¶ 45.)

Schneider and Mandalini argue that there is no implied contract as a matter of law because the “Partnership” did not receive any benefits from Golebiowski. First Schneider and Mandalini argue that neither the Plaintiffs/Cross-Defendants nor the “Partnership” Golebiowski alleges in the Cross-Complaint received any benefits from Golebiowski’s services during the time he and his co-author drafted the Screenplay because he copyrighted the Screenplay in his own name in 2018, rather than in the name of the claimed “partnership.”. Schneider and Mandalini contend that while Schneider’s original intention may have been to treat Golebiowski and Collins as his work-for-hire writers, that intention was upended by Golebiowski. Schneider and Mandalini also argue that even assuming the parties intended a partnership, that too was upended by Golebiowski’s actions. Schneider and Mandalini assert that it is Golebiowski who did and still does own the copyright to the Screenplay rather than Schneider’s production company or alleged “partnership” entity involving Schneider, and no investor would, or could back a movie production based on a Screenplay for which the production company did not hold the rights to produce the movie based on it, as well as, the Underlying Book Rights. In the Court’s view, several of these assertions in the Demurrer are outside the four corners of the FAXC or matters of which the Court is asked to take judicial notice.

Additionally, Schneider and Mandalini assert that while Schneider intended to employ both Golebiowski and Collins as work for hire writers (and actually provided payments to them), Schneider never actually received a benefit from their service as a result of Golebiowski utilizing the specific section of the Copyright Law which requires a bona fide work-for-hire to be memorialized by written instrument before the work commences. As such, they argue that because no written agreement was entered and Golebiowski instead “secretly” registered the copyright in his own name, Schneider never owned the copyright to the Screenplay, and thus never received the intended benefit of the “work-for-hire” payments to Golebiowski and Collins which was rendered impossible by the lack of written document. Schneider and Mandalini further note that the “partnership” did not receive any benefit from the services Golebiowski allegedly contributed because his actions undercut and damaged the “partnership” by impairing its ability to secure necessary financing. In the Court’s view, again several of these assertions in the Demurrer are outside the four corners of the FAXC or matters of which the Court is asked to take judicial notice.

Next, Schneider and Mandalini argue that because Golebiowski held the Screenplay’s Copyright and Underlying Book Rights in his own name, these rights were separate property not for the benefit of the alleged partnership as defined by Corp. Code § 16204(d). They argue that Golebiowski tried to mask his surreptitious purchasing of the option to the Underlying Books by making a false claim and impermissible legal conclusion that he did so “on behalf of the partnership.” However, Schneider and Mandalini assert that given Golebiowski’s admission in his FAXC and verified answer to the verified Complaint that he acquired the Underlying Book Option Agreement in his own name, the option agreement is Golebiowski’s “separate property” as a matter of law. As such, Schneider and Mandalini assert that Golebiowski’s claim that he registered the Screenplay in his own name because the Screenplay could not be registered by the partnership and that he holds the copyright registration on behalf of the partnership are false since it is unsupported by law.

In opposition, Golebiowski asserts that the FAXC states a claim for breach of implied contract, and that the demurrer ignores the well-plead facts in the FAXC demonstrating Golebiowski conveyed – and Schneider accepted – multitude of benefits to the Shroud Project, as demonstrated by, among other things, Schneider and Mandalini’s use of Golebiowski’s script, which constitutes the very heart of the Project. Additionally, Golebiowski argues that although the demurrer purports to rely solely on matters found on the face of the Cross-Complaint’s pleadings, Schneider and Mandalini impermissibly ask the Court to draw legal conclusions from matters requiring the weighing of Schneider and Mandalini’s conflicting allegations and evidence. Instead, Golebiowski argues that the allegations in the FAXC, taken as true, demonstrate a pattern of conduct manifesting Schneider and Mandalini and Golebiowski’s mutual consent to an arrangement whereby Golebiowski contributed to the development and advancement of the Shroud Project and Schneider accepted Golebiowski’s independent work and participation in the Project as partner.

Golebiowski illustrates the specific pleadings in the FAXC alleging that Golebiowski conferred, and Schneider accepted, benefits to the Shroud Project by:

1. Preparing a pitch deck, and emailing it to Schneider for his use in securing financing for the Project, (FAXC, ¶ 16);

2. Obtaining the rights to books authored by Joseph Marino and by M. Sue Benford (the “Option Agreement”), which plaintiff believed could become important source material for the Shroud Project, (Id., ¶ 14);

3. Conducting independent research and thought on the subject matter of the Shroud Project, including by “reading a multitude of books and interviewing Mr. Marino at length, always pondering what creative direction to take with the screenplay,” (Id. ¶ 17);

4. Co-writing a first draft of the screenplay with a co-author suggested by Schneider, (Id. ¶ 19); see also Demurrer at 3, ll. 21-22, and later preparing an additional five drafts of the screenplay, (FAXC, ¶ 20);

5. Securing an option to the rights in Mr. Marino’s life story and emailing the agreement to Schneider, whose response—“Good!”—manifested his acceptance of Cross-Complainant’s efforts, (FAXC, ¶ 19);

6. Obtaining likeness releases for Joe Marino's daughters and confirming that Marino is the legal copyright owner of both his and M. Sue Benford's books, (Id. ¶ 20);

7. Executing a second Life Rights agreement with Marino, with Schneider’s knowledge and approval, to which Schneider again manifested his acceptance by declaring the development "Huge," (Id., ¶ 20); and

8. Applying for and obtaining a copyright registration for the screenplay (the “Copyright Registration”). (Id., ¶ 21.1.)

Golebiowski asserts that the demurrer’s argument that the partnership did not receive any benefit from the services allegedly contributed ignores much of the foregoing allegations of the FAXC showing not only Golebiowski’s multiple, varied contributions to the Shroud Project, but also Schneider’s statements manifesting his enthusiastic acceptance of those benefits. (FAXC, ¶¶ 19, 20);

Unclean Hands

Schneider and Mandalini assert that the doctrine of unclean hands applied here because Golebiowski acted in bad faith and inequitably by surreptitiously obtaining the copyright to the screenplay and obtaining the option to the Underlying Book for himself, independent from his claimed partnership. They assert in their demurrer that he initiated the relationship with an understanding that the Screenplay was to be a work-for-hire written in conjunction with Boon Collins with whom Schneider specifically paired him, but due to the lack of a written document he claimed the opposite to claim the Screenplay as his own. The demurrer argues that Golebiowski's actions damaged the alleged "partnership" by impairing its ability to secure financing and produce the project. Thus, Schneider and Mandalini assert that the doctrine of unclean hands applies and a claim for implied contract should be dismissed.

In opposition, Golebiowski argues that the facts Schneider and Mandalini rely on for this argument are beyond anything found on the face of the Cross-Complaint. Golebiowski also argues that they cited no legal authority to support their allegations, and even if found in the Cross-Complaint, would demonstrate that Golebiowski had “unclean hands” as a matter of law. Golebiowski argues that to the contrary, by protecting the intellectual property behind the collaboration, Cross-Complainant was benefitting the partnership and securing its most important assert, not damaging it.

Uncertain, Ambiguous, Vague

Schneider and Mandalini also assert that even if this Court were to find a “partnership” the claim for implied contract would still fatally be flawed because it is uncertain, vague, and ambiguous. They argue that depending on which part of the FAXC one reads, the terms of the “partnership” changes. For example, the demurrer notes that in one part of the FAXC, Golebiowski gives a detailed description of a meeting he had with Schneider, but in the end, he acknowledges that nothing came from the meeting rendering the allegations meaningless and uncertain (FAXC, ¶ 15.) However, Schneider and Mandalini assert that Golebiowski makes no further mention of the office or related matter as they were just ideas floated between the parties that went no where. But, in another section of the FAXC, after Golebiowski acknowledges he copyrighted the Screenplay, he asserts, “At some point thereafter, the Project became mostly dormant, with only mild activity. (FAXC, ¶ 22.) The demurrer argues that it is unclear what Golebiowski means when he asserts “mostly dormant” or “mild activity.”

Moreover, Schneider and Mandalini argue that Golebiowski asserts under his implied contract he was entitled to union wages for the Screenplay he (and Collins) wholly owned, though no facts alleged in the FAXC support the existence of such a contract term. In opposition, Golebiowski argues that the FAXC alleges a course of conduct demonstrating the formation of an implied contract. Instead, Golebiowski argues that the FAXC sets forth the facts underlying his claims with precision and particularity sufficiently specific to acquaint Schneider and Mandalini of the nature, source, and extent of his claims.

The Court disagrees with the premise of the Demurrer that the FAXC’s allegations are so vague or uncertain that they fail to allege a potentially viable cause of action, and disagrees with the Demurrer’s contention that Golebiowski’s verified Answer precludes the possibility that he had a partnership agreement with Plaintiffs. While Schneider and Mandalini identify certain inconsistencies in Golebiowski’s allegations and argue inferences or factual assertions to challenge the ultimate success of the FAXC’s causes of action, in the Court’s view these are matters left to discovery and dispositive motion, not to be determined as a matter of law at the pleading stage. All the requisite elements of the asserted causes of action are pleaded, even if there are allegations or admissions that may tend in reason to show that proving those allegations may present an uphill battle or that Golebiwski violated his duty of loyalty or usurped a partnership opportunity. These are matters to be fleshed out in discovery and at the dispositive motion phase.

Quantum Meruit

“Quantum meruit refers to the well-established principle that the law implies a promise to pay for services performed under circumstances disclosing that they were not gratuitously rendered. To recover in quantum meruit, a party need not prove the existence of a contract, but it must show the circumstances were such that the services were rendered under some understanding or expectation of both parties that compensation therefor was to be made.” (Chodos v. Borman (2014) 227 Cal.App.4th 76, 96, citations and quotation marks omitted.) “[I]n order to recover under a quantum meruit theory, a plaintiff must establish both that he or she was acting pursuant to either an express or implied request for such services from the defendant and that the services rendered were intended to and did benefit the defendant.” (Day v. Alta Bates Medical Center (2002) 98 Cal.App.4th 243, 248.)

In Cross-Complainant’s FAXC, he alleges that for over two and a half (2/5) years, he performed services and duties with respect to the Project. (FAXC, ¶ 48.) Golebiowski claims that Cross-Defendants Schneider and Mandalini failed to compensate him for said service while having accepted the value of and benefitted therein. (FAXC, ¶ 49.) Additionally, Golebiowski asserts that as a result, Cross-Complainant has suffered and continues to suffer damages. (FAXC, ¶ 50.) As such, he notes that he seeks to recover his damages in the form of reasonable compensation for said services in an amount to be determined at the time of trial. (FAXC, ¶ 50.)

In Schneider and Mandalini argue that Golebiowski is precluded from alleging he bestowed any benefit onto Schneider or any partnership which Schneider was allegedly a part of. Schneider and Mandalini cited to Maglica v. Maglica (1998) 66 Cal. App. 4th 442, 449-450 noting that the court quoted Justice Mosk in the case of Palmer v. Gregg (1967 65 Cal.2d 657, 660, asserting that the measure of recovery in quantum meruit is the reasonable value of the services rendered provided they were of direct benefit to the defendant. Schneider and Mandalini also noted that the Maglica court went on to hold:

The idea that one must be benefited by the goods and services bestowed is thus integral to recovery in quantum meruit; hence courts have always required that the plaintiff have bestowed some benefit on the defendant as a prerequisite to recovery." (Emphasis original).

Maglica 66 Cal App 4th at 449-450. Schneider and Mandalini argue that Golebiowski is precluded from alleging he bestowed any benefit onto Schneider or any partnership which Schneider was allegedly a part of. Specifically, they assert that if any party unjustly benefited from the business dealings between the parties, it was Golebiowski, who received from Schneider an intended work-for-hire payment and which Golebiowski characterizes as a "stipend" while he was co-writing the Screenplay with Collin. However, Schneider and Mandalini contend that if Golebiowski, in conjunction with Collins, owns the Screenplay, Schneider did not receive a benefit from that payment. Schneider and Mandalini further note that any benefits to be had from Golebiowski's writing services were bestowed and conveyed to himself, not the phantom "partnership."

To the extent that the Demurrer seeks to excise the quantum meruit cause of action because Golebiowski comes to the table with unclean hands or inconsistently asserts alternative theories of compensation, the Court disagrees. At the pleading stage, the Court cannot weigh the evidence, measure the balance of equities, or determine as a matter of law that even Golebiowski’s admitted conduct bars the possibility that he might be entitled to quantum meruit recovery when all the evidence has been presented.

B. Motion to Strike

¿ Any party, within the time allowed to respond to a pleading may serve and file a notice of motion to strike the whole or any part thereof. (Code Civ. Proc., § 435, subd. (b)(1).) The court may, upon a motion, or at any time in its discretion, and upon terms it deems proper, strike any irrelevant, false, or improper matter inserted in any pleading. (Code Civ. Proc., § 436, subd. (a); Stafford v. Shultz (1954) 42 Cal.2d 767, 782 [“Matter in a pleading which is not essential to the claim is surplusage; probative facts are surplusage and may be stricken out or disregarded”].) The court may also strike all or any part of any pleading not drawn or filed in conformity with California law, a court rule, or an order of the court. (Code Civ. Proc., § 436, subd. (b).) An immaterial or irrelevant allegation is one that is not essential to the statement of a claim or defense; is neither pertinent to nor supported by an otherwise sufficient claim or defense; or a demand for judgment requesting relief not supported by the allegations of the complaint. (Code Civ. Proc., § 431.10, subd. (b).) The grounds for moving to strike must appear on the face of the pleading or by way of judicial notice. (Code Civ. Proc., § 437.)¿¿

Cross-Defendants, Schneider and Mandalini filed a Motion to strike the following allegations from the Cross-Complaint:

1. Paragraph 14:8-9, p. 5: "on behalf of the partnership ... "

Schneider and Mandalini argue that such language should be stricken because Golebiowski admitted in his verified answer to Schneider’s Verified Complaint that he obtained the two-year option agreement with Marino without informing Schneider, without Schneider’s permission and without subsequently transferring the option to the “partnership.” They also argue that it is undisputed that Golebiowski copyrighted the Screenplay to the Shroud Project in his name only in 2018. Schneider and Mandalini contend that to date, Golebiowski has not alleged that he transferred any of these rights to the alleged partnership. They contend that given Golebiowski's unqualified admission in his Cross-Complaint, FAXC and verified Answer to Schneider's verified Complaint that he acquired the Option Agreement in his own name, and the fact that Golebiowski recorded the copyright registration of the Screenplay in his own name, both the option agreement and Screenplay should be presumed to be Golebiowski's "separate property" as a matter of law. Thus, Schneider and Mandalini claim the assertions in the FAXC that Golebiowski obtained the copyright of the Screenplay and the two-year option agreement on behalf of the partnership are demonstrably false and should be stricken.

In opposition, Golebiowski asserts that on their face, neither California Code of Civil Procedure section 436 or 437 authorize a motion to strike material from a pleading on the ground that it is inconsistent with statements made in an earlier pleading. Additionally, he contends that even if they allowed for such, there are no such inconsistencies in the FAXC. Instead, he argues that the statements of the FAXC that Golebiowski performed a significant amount of work on behalf of the partnership, including securing rights and drafting the screenplay, all for the purpose of furthering the partnership’s interests, demonstrate Golebiowski’s performance of his responsibilities and obligations pursuant to the parties’ agreement and his motivation for doing the work described in the FAXC—to benefit the Shroud Project. As such, he argues that the statements are not, as Cross-Defendants assert, allegations that the Copyright Registration or Option Agreements were assets belonging to the partnership as defined by the Corporations Code.

Assertion that the Copyright to the Screenplay Could not be Registered in the Name of the Partnership

Here, the Motion to Strike asserts that his should be stricken because it is purportedly a false statement of law. They note that in Paragraph 21:20-25, p.6, Golebiowski alleges in his FAXC:

Cross-Complainant could not have registered the work in Cross-Defendants’ names because they didn’t write it and the screenplay was not a work-for-hire. Notwithstanding, Cross-Complainant exercised his managerial rights and responsibilities as a partner by securing the property on behalf of the partnership which included securing the life story rights and registering the screenplay with the U.S. Copyright Office.

However, Schneider and Mandalini argue this statement is false and that nothing stopped Golebiowski from assigning his interest to the alleged partnership except Golebiowski himself who at all times recognized the copyright to the Screenplay as his own property, not the partnership’s property. Because the Motion to Strike claims that such a statement is inconsistent with copyright law, and that a partnership can register a copyright in the name of the partnership, such language should be stricken.

In opposition, Golebiowski argues that, as a preliminary matter, the third sentence of paragraph 21 contains no statement of law concerning the registrability of the screenplay with the Copyright Office, and Cross-Defendants offer no explanation as to why they seek to strike the sentence. He contends that the Court should disregard Cross-Defendants’ request to delete the third sentence in paragraph 21. Moreover, he argues that his allegation that he “could not register the work in Cross-Defendants’ names because they did not write it and the Screenplay was not a work-for-hire” is a correct statement of law.

Golebiowski argues that the FAXC does not allege—and Cross-Defendants acknowledge and admit—that the parties ever agreed in writing that the screenplay was a work for hire. (See Cross-Defendants’ Demurrer at 8 (“no written agreement was entered . . . “).) Nor does Golebiowski contend the FAXC allege, or the Motion to Strike argue, that Cross-Claimant was an employee of Schneider or of the partnership, and the Motion to Strike does not purport to identify any allegations in the FAXC reflecting an employee/employer relationship between Cross-Claimant and any person or business entity relating to the Shroud Project. Therefore, Golebiowski argues that because the screenplay was not a work for hire belonging to the partnership, paragraph 21 of the FAXC correctly states that the screenplay could not have been registered in plaintiffs’ names.

Instead, Golebiowski contends that the allegation of paragraph 21 of the FAXC merely conveys that, because there was no work-for-hire agreement between the parties, and because Cross-Claimant was not an employee of Cross-Defendants or of the partnership, it would have been inappropriate, and contrary to United States copyright law, for Cross-Claimant to apply to register the screenplay in the partnership’s or Cross-Defendants’ names. Golebiowski argues that the allegation of paragraph 21 decidedly does not assert that “a partnership cannot register a copyright in the name of the partnership,” or that anything “stopped” Cross-Claimant from assigning his interest in the screenplay to the partnership before obtaining a copyright registration. As such, Golebiowski asserts that Cross-Defendants’ contention that the FAXC does make such assertions, or that the statement in question comes anywhere near a “false statement of law” is utterly ludicrous and without any merit whatsoever.

Reference to a Quitclaim Pertains to a Settlement Offer

The Motion to Strike argues this language should be stricken because the alleged quitclaim referenced in paragraph 23 of the FAXC alleges a proposed settlement agreement allegedly made by Schneider. However, under California Evidence Code §1152(a), proposed settlement agreements are inadmissible.

In opposition, Golebiowski argues that on their face, neither California Code of Civil Procedure sections 436 or 437 authorize a motion to strike portions of a pleading making reference to inadmissible evidence. Additionally, he argues that the FAXC does not describe any settlement offer made by Cross-Defendants out of the blue, and without warning – the Cross-Claimant surrendered his rights pursuant to the parties’ agreement. Next, Golebiowski also argues that the allegations of paragraph 23 describe Cross-Defendants breach of the agreements alleged in the FAXC.

The Court denies the motion to strike, without prejudice to a later motion at an evidentiary hearing or at trial to exclude evidence of a purported settlement negotiation or offer. For the reasons discussed as to the Demurrer, the Court disagrees with the moving parties’ assertion that, as a matter of law, there cannot be a partnership where one of the alleged partners brings his “separate property” or brings an exclusive contract into the partnership as part and parcel of his or her contribution of value towards the collective whole. Further, there is no bar under California law from making an allegation in support of a theory of the case that is inconsistent with an alternative theory of the case of from the adverse party’s theory of the case. If Golebiowski elects to pursue a theory that his relationship with Schneider and Mandalini was one of partnership, with the attendant duties and obligations of a partner towards his or her co-partners, the evidence to be later present will allow the chips to fall where they may. But on the pleadings presented, the Court finds the motion to strike should be denied.