Judge Thomas D. Long, Case Number: 24STCV20729, Date: 2025-03-20 Tentative Ruling

On August 15, 2024, Plaintiffs Xquisitely Frozen LLC, Herzog Holdings LLC, and John Herzog filed this action against Defendants Three Wishes Desserts LLC, Christina Aguilera, Laurence “Jay” Brown, Roc Nation LLC and Sarah Francus.

On November 14, 2024, Laurence “Jay” Brown, Roc Nation LLC and Sarah Francus (collectively, “Roc Nation”) filed a motion to compel arbitration.

On November 18, 2024, Three Wishes Desserts LLC and Christina Aguilera (collectively, “Three Wishes”) also filed a motion to compel arbitration.

Plaintiffs filed a single 17-page opposition to both motions to seal and a single opposition to both motions to compel arbitration. Both oppositions were filed on March 12, 2025—five days late, and only one day before Defendants’ replies were due. (Code Civ. Proc., § 1005, subd. (b) [opposition due nine court days before the hearing; reply due five court days before the hearing].)

Defendants’ Replies ask the Court to refuse to consider the late and oversized single Opposition to the two motions to compel arbitration. (Three Wishes Arbitration Reply at pp. 2-5; Roc Nation Arbitration Reply at p. 1, fn. 1.)

On March 17, 2025, Plaintiffs filed an “Opposition to Defendants’ Requests to Disregard Plaintiffs’ Oppositions to Motions to Compel Arbitration and Stay Proceedings and Motions to File Documents Under Seal.” The Court did not authorize the filing of a sur-reply, regardless of the title Plaintiffs give to the document.

The Court will permit Plaintiffs’ late filing of both Oppositions because no prejudice is shown to Defendants. Each set of Defendants filed their Reply addressing the merits of the Oppositions.

For the motions to compel arbitration, Plaintiffs argue that they “believed they were acting in the spirit of Rule 3.1113(d) by substantially reducing the amount of pages the Court would need to read and consider in ruling on the Motions” by filing a single 17-page opposition. (Sur-Reply at p. 3.) Plaintiffs concede that, “[i]n retrospect, perhaps the Plaintiffs should have either filed two separate Oppositions – each under 15 pages and largely duplicating each other – or, alternatively, sought leave from the Court allowing them to submit the single, consolidated Opposition that ended up being one-and-a-half pages longer than the 15 page maximum allowed under Rule 3.1113(d).” (Id. at pp. 3-4.)

Because the motions to compel arbitration make similar arguments and involve the same arbitration provision, the Court will permit Plaintiffs to file a single opposition instead of two similar oppositions. Although Plaintiffs did not apply for permission to file an oversized opposition, the Court will consider the full opposition because the additional pages do not change the Court’s decision. (See California Rules of Court, rule 3.1113(d)-(e).)

Three Wishes and Roc Nation each filed a motion to seal the Limited Liability Company Agreement of Xquisitely Frozen LLC and its attachments (“Operating Agreement”), including the License Agreement that is Exhibit B to the Operating Agreement.

The Court may order that a record be filed under seal only if it finds that (1) there is an overriding interest that overcomes the right of public access to the record, (2) the overriding interest supports sealing the record, (3) a substantial probability exists that the overriding interest will be prejudiced absent sealing, (4) the proposed sealing is narrowly tailored, and (5) no less restrictive means exists to achieve the overriding interest. (California Rules of Court, rule 2.550(d).) A motion seeking an order sealing records must be accompanied by a declaration containing facts sufficient to justify the sealing. (California Rules of Court, rule 2.551(b)(1).)

A record must not be filed under seal without a court order, and a party requesting that a record be filed under seal must file a motion or an application for an order sealing the record. (California Rules of Court, rule 2.551(a)-(b).) The party requesting sealing must also file a public redacted version and lodge conditionally under seal with the court a complete, unredacted version. (California Rules of Court, rule 2.551(b)(4)-(b)(5).)

In opposition, Plaintiffs argue that Defendants seek to hide the Operating Agreement from public view “given their notoriety and the purportedly sensitive nature of the information,” which “is ridiculous” and “an example of celebrities wanting to be treated differently from the rest of us, and pushing public institutions like courts to facilitate them hiding their deeds – and misdeeds – from the prying eyes of the public or the news media.” (Opposition to Seal at p. 2.) Plaintiffs “have nothing to hide and, indeed, this case will tell a story of significant public interest involving the double-dealing of well-known public figures and industry big shots. . . . Hiding the Agreements themselves from public view will do little good, especially given the likely media interest in this case.” (Ibid.)

Defendants move to seal the exhibits because both the Operating Agreement and the License Agreement contain confidentiality provisions, confidential financial terms, and personal financial information. (Operating Agreement at pp. 24-25, § 12.1; License Agreement at p. 18, § 22.) “[A] contractual obligation not to disclose can constitute an overriding interest within the meaning of” the sealing rules. (Universal City Studios, Inc. v. Superior Court (2003) 110 Cal.App.4th 1273, 1283.) Additionally, “a court shall preserve the secrecy of an alleged trade secret by reasonable means, which may include . . . sealing the records of the action.” (Civ. Code, § 3426.5.)

The Court finds that there is an overriding interest that overcomes the right of public access to the record, that overriding interest supports sealing this record, and substantial probability exists that the overriding interest will be prejudiced absent sealing. The proposed sealing is narrowly tailored and the least restrictive means because the parties have a contractual agreement to not disclose any of the terms, so the entire document must be sealed.

When seeking to compel arbitration of a plaintiff’s claims, the defendant must allege the existence of an agreement to arbitrate. (Condee v. Longwood Management Corp. (2001) 88 Cal.App.4th 215, 219.) The burden then shifts to the plaintiff to prove the falsity of the agreement. (Ibid.) After the Court determines that an agreement to arbitrate exists, it then considers objections to its enforceability. (Ibid.)

The Court must grant a petition to compel arbitration unless the defendant has waived the right to compel arbitration or if there are grounds to revoke the arbitration agreement. (Ibid.; Code Civ. Proc., § 1281.2.) Under California law and the Federal Arbitration Act (“FAA”), an arbitration agreement may be invalid based upon grounds applicable to any contract, including unconscionability, fraud, duress, and public policy. (Sanchez v. Western Pizza Enterprises, Inc. (2009) 172 Cal.App.4th 154, 165-166.)

On April 1, 2021, Plaintiff Herzog Holdings LLC, Defendant Three Wishes Desserts LLC, and non-party Marcy Media LLC entered into an Operating Agreement to form Plaintiff Xquisitely Frozen LLC. Defendants provide copies of the Operating Agreement, which contains an arbitration provision. Through the Arbitration Agreement, the parties agreed to arbitrate “any claim, controversy or other dispute regarding this Agreement, including any breach or interpretation of this Agreement.” (Operating Agreement at p. 29, § 14.14.)

Defendants have satisfied their initial burden of showing the existence of an agreement to arbitrate.

Plaintiffs argue that the Roc Nation Defendants are not parties to the Operating Agreement. (Opposition at p. 13.)

Generally, only a party to an arbitration agreement may enforce the agreement, but the doctrine of equitable estoppel is an exception that allows a non-signatory to enforce an agreement. (Felisilda v. FCA US LLC (2020) 53 Cal.App.5th 486, 495.) Under the doctrine of equitable estoppel, “a nonsignatory defendant may invoke an arbitration clause to compel a signatory plaintiff to arbitrate its claims when the causes of action against the nonsignatory are ‘intimately founded in and intertwined’ with the underlying contract obligations.” (JSM Tuscany, LLC v. Superior Court (2011) 193 Cal.App.4th 1222, 1237.) The doctrine applies in either of two circumstances: (1) when the signatory must rely on the terms of the written agreement containing the arbitration clause in asserting its claims against the nonsignatory; or (2) when the signatory alleges “substantially interdependent and concerted misconduct” by the nonsignatory and a signatory and the alleged misconduct is “founded in or intimately connected with the obligations of the underlying agreement.” (Goldman v. KPMG, LLP (2009) 173 Cal.App.4th 209, 218-219.)

The third cause of action alleges that Jay Brown and Roc Nation LLC fraudulently induced Plaintiffs to enter into the Operating Agreement and the License Agreement. (Complaint ¶ 110.) “[T]he Operating Agreement and License Agreement—and Plaintiffs’ entire venture with Aguilera and Three Wishes—would not have occurred, but for Brown’s and Roc Nation’s false promises and misrepresentations.” (Complaint ¶ 111.) The fourth cause of action alleges that Jay Brown, Roc Nation LLC, and Sarah Francus intentionally interfered with the License Agreement with full knowledge of the agreement. (Complaint ¶¶ 114-119.) Plaintiffs allege that “[a]bsent the Nation Defendants’ interference, Three Wishes and Aguilera would not have breached the License Agreement and Xquisitely Frozen would have become a success.” (Complaint ¶ 120.) The alleged misconduct is intimately connected with the underlying agreement.

Additionally, the Roc Nation Defendants are agents of signatories. Defendant Laurence Brown signed the Operating Agreement on behalf of Marcy Media LLC. (Brown Decl. ¶¶ 1-2.) Marcy Media LLC is an owner of Defendant Roc Nation LLC. (Brown Decl. ¶ 1.) Defendant Sarah Francus is an employee of Defendant Roc Nation LLC and was part of the management team for Defendant Christina Aguilera (who is alleged to be the alter ego of signatory Defendant Three Wishes Desserts LLC). (Francus Decl. ¶¶ 1-2; see Complaint ¶¶ 100, 103.)

The Court therefore finds that the Roc Nation Defendants may compel arbitration.

According to Plaintiffs, this case is entirely about the License Agreement, not the Operating Agreement. (Opposition at pp. 11-12.) The Complaint alleges that the Three Wishes Defendants breached the License Agreement, the Roc Nation Defendants fraudulently induced Plaintiffs to enter into the Operating Agreement and License Agreement, and the Roc Nation Defendants interfered with the Three Wishes Defendants’ performance under the License Agreement. (See, e.g., Complaint ¶¶ 85-87, 103, 110-111, 116, 117, 121.)

Plaintiffs argue that “[t]he License Agreement, while attached as Exhibit B to the Operating Agreement, is in every respect a separate and distinct agreement with different signatories and covering different topics.” (Opposition at p. 9.) Plaintiffs focus on the “Governing Law and Attorney’s Fees” section of the License Agreement, which states that the “Agreement shall be interpreted and enforced in accordance with the laws of the State of California without regard to its conflicts of laws provisions,” and “any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, whether in contract, tort or otherwise, shall be brought in the state or federal courts located in the County of Los Angeles, California.” (Operating Agreement at p. 18, § 19.) Plaintiffs further argue the proper and reasonable interpretation of the Operating Agreement and the License Agreement and their seemingly conflicting arbitration/court provisions. (Opposition at pp. 14-19.)

It does not matter, at this stage, whether the claims arise under the Operating Agreement or the License Agreement. The Operating Agreement “and the exhibits and schedules annexed hereto, together with any agreement incorporated herein by reference, contains the entire agreement of the parties hereto with respect to the subject matter hereof.” (Operating Agreement at p. 29, § 14.9.) The License Agreement is Exhibit B to the Operating Agreement. The interpretation of the Operating Agreement (and its exhibits) is a matter clearly and unmistakenly delegated to the arbitrator. (Operating Agreement at p. 29, § 14.14 [“any claim, controversy or other dispute regarding this Agreement, including any breach or interpretation of this Agreement”]; see Aanderud v. Superior Court (2017) 13 Cal.App.5th 880, 892.)

Accordingly, the entire matter must be arbitrated, including the initial issue of interpreting the agreements.

Because Defendants have shown the existence of an applicable arbitration agreement and Plaintiffs have not shown waiver or grounds for rescission, the motions to compel arbitration are GRANTED. (Code Civ. Proc., § 1281.2.) The entire action is STAYED pending the conclusion of the arbitration.

A Status Conference re: Arbitration is scheduled for March 20, 2026 at 8:30 a.m. in Department 48 at Stanley Mosk Courthouse. Five court days before, the parties are to file a joint report stating the name of their retained arbitrator and the status of arbitration.

Parties who intend to submit on this tentative must send an email to the Court at SMCDEPT48@lacourt.org indicating intention to submit. If all parties in the case submit on the tentative ruling, no appearances before the Court are required unless a companion hearing (for example, a Case Management Conference) is also on calendar.

Hon. Thomas D. Long

Judge of the Superior Court