Judge: Stephen I. Goorvitch, Case: 21STCV19454, Date: 2023-03-16 Tentative Ruling

Case Number: 21STCV19454    Hearing Date: March 16, 2023    Dept: 39

Kellie Vazquez, et al. v. AEG Holdco, LLC

Case No. 21STCV19454

Motion for Summary Judgment

Plaintiffs Kelly Vazquez (“Vazquez”) and Kyle Gamez (“Gamez,” collectively, “Plaintiffs”) filed this action against their former employer, Defendant AEG Holdco, LLC (“Defendant”).  Plaintiffs allege that Defendant required them to sign non-competition and invention assignment agreements.  Plaintiffs seek declaratory relief with respects to these contracts and assert causes of action under Business and Professions Code section 17200.  Defendant moves for summary judgment.

“[T]he party moving for summary judgment bears the burden of persuasion that there is no triable issue of material fact and that he is entitled to judgment as a matter of law[.] There is a triable issue of material fact if, and only if, the evidence would allow a reasonable trier of fact to find the underlying fact in favor of the party opposing the motion in accordance with the applicable standard of proof.”  (Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 850.)  “[T]he party moving for summary judgment bears an initial burden of production to make a prima facie showing of the nonexistence of any triable issue of material fact; if he carries his burden of production, he causes a shift, and the opposing party is then subjected to a burden of production of his own to make a prima facie showing of the existence of a triable issue of material fact.”  (Ibid.)  

Defendant argues that the contracts are not valid because none of its representatives ever signed the contract.  That is not dispositive.  If, upon receiving the agreements, Plaintiffs were “justif[ied] . . . . in understanding that [their] assent to that bargain is invited and will conclude it . . . ,” Defendant’s signature on the agreements was not required.  (In re First Capital Life Ins. Co. (1995) 34 Cal.App.4th 1283, 1287.)  Indeed, the agreements themselves state that Defendant “ha[s] executed this Agreement as of” March 14, 2019 . . . .”  (See Complaint, Exhibits A, B.)  Accordingly, triable issues of material fact exist as to whether Defendant agreed to the agreement, notwithstanding its failure to sign it.

Defendant points to a provision of the agreement, which states that the agreement “may be executed in two or more counterparts . . . . ,” which “shall become effective when counterparts have been signed by each party and delivered to the other party.”  (See Complaint, Exhibits A, B.)  Defendant advances no evidence that any such counterparts existed in this case, such that this provision would apply.

Defendant argues it does not intend to enforce the agreements, and therefore that Plaintiffs’ claims are moot.  Defendant advances no evidence to show that it has terminated the agreement.  (See Grant v. Aerodraulics Co. (1949) 91 Cal.App.2d 68, 75.)  As such, Plaintiffs’ claims are not moot.

Based upon the foregoing, Defendant’s motion is denied.  Defendant’s counsel shall provide notice and file proof of such with the Court.