Legal Samples of a Summary Judgement

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     [attorney name redacted], Esq. (CSBN ///////////#)
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 6   Attorneys for Defendants the DIXON FURNITURE, INC,
     NANCY DIXON, and MATT DIXON
 7   Note: all names have been changed.
 8
                          SUPERIOR COURT OF CALIFORNIA
 9                           COUNTY OF LOS ANGELES

10
     TOM BROWN,                                       Case Number:        [redacted]
11                                                    Action Filed:       [redacted]
                       Plaintiff,                     Trial Date:         ________
12
                          vs.                         NOTICE OF MOTION AND MOTION BY
13                                                    DEFENDANTS NANCY DIXON AND
     DIXON FURNITURE, INC,                            MATT DIXON FOR SUMMARY
14   NANCY DIXON;                                     JUDGMENT, OR ALTERNATIVELY, FOR
     MATT DIXON; and                                  SUMMARY ADJUDICATION;
15   DOES 1 through 100, Inclusive                    MEMORANDUM OF POINTS AND
                                                      AUTHORITIES
16                    Defendants
                                                      Filed concurrently with Separate Statement of
17                                                    Undisputed Material Facts; and Declarations of
                                                      NANCY DIXON, MATT DIXON, Linda
18                                                    Mason, and Attorney [redacted].
19
                                                      Hearing date:       ________
                                                      Hearing time:       ________
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                                                      Hearing Dept:       ________
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     TO THE ABOVE-ENTITLED COURT, ALL PARTIES HEREIN, AND THEIR
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     ATTORNEYS OF RECORD:
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            PLEASE TAKE NOTICE THAT on _____________ at __________ or as soon
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     thereafter as the matter may be heard, in Department ________ of the above-entitled Court,
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     located at 111 North Hill Street, Los Angeles, California 90012, Defendant NANCY DIXON
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                                                     1
27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
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     (hereinafter “NANCY”) and Defendant MATT DIXON (hereinafter “MATT” and
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     collectively with NANCY “MOVING DEFENDANTS”), for themselves and for no other
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     Defendant, will and hereby do move the Court, pursuant to Code of Civil Procedure
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     (hereinafter “CCP”) § 437c, for summary judgment in favor of MOVING DEFENDANTS
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     and against Plaintiff TOM BROWN (hereinafter “BROWN”), and for costs of suit incurred
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     herein and such other relief as may be just. The motion is made on the grounds that, whatever
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     cause(s) of action BROWN might have against his former employer Defendant DIXON
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     FURNITURE, INC. (hereinafter the “CORPORATION”), which is a California
10

11   corporation, the undisputed material facts establish that (a) as to each of the five causes of

12   action in the Complaint, for reasons set forth in detail below (in ISSUE ONE through ISSUE

13   FIVE) the required elements the cause of action do not exist against the MOVING

14   DEFENDANTS, and (b) the MOVING DEFENDANTS’ affirmative defense that BROWN

15   was employed by the CORPORATION and that the shareholders, directors and officers of

16   the CORPORATION are not personally liable for the obligations of the CORPORATION

17   (hereinafter the “CORPORATE VEIL DEFENSE”) defeats all five causes of action in the

18   Complaint.

19          In the alternative, if for any reason summary judgment is not granted, the MOVING
20   DEFENDANTS will and hereby do move the Court for an order adjudicating each of the
21   following seven issues (hereinafter the “SEVEN ISSUES”):
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                    ISSUE ONE: that the MOVING DEFENDANTS are entitled to judgment on
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                           the first cause of action for Perceived and/or Physical Disability
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                           Harassment and Discrimination in Violation of California Government
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                           Code § 12940 et seq (hereinafter the “FIRST COA”) because
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27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
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                    nonemployer individuals cannot be held individually liable for
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                    discrimination or retaliation under Government Code (hereinafter
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                    “GC”) § 12940, nor can they be individually liable for failure to
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                    prevent harassment;
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              ISSUE TWO: that the MOVING DEFENDANTS are entitled to judgment on
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                    the second cause of action for Violation of California Family Rights
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                    Act (hereinafter “CFRA”), California Government Code § 12945.2 et
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                    seq. (hereinafter the “SECOND COA”) because (1) the SECOND
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11                  COA is not alleged against the MOVING DEFENDANTS, (2)

12                  BROWN was not denied leave, and (3) neither NANCY nor MATT

13                  was an “employer” under CFRA;

14            ISSUE THREE: that the MOVING DEFENDANTS are entitled to judgment

15                  on the third cause of action for Violation of California Labor Code

16                  (hereinafter “LC”) §§ 232.5 and 6310 et seq. (hereinafter the “THIRD

17                  COA”) because no violation of LC § 232.5 occurred and neither

18                  NANCY NOR MATT was an “employer” under LC § 6300;

19            ISSUE FOUR: that the MOVING DEFENDANTS are entitled to judgment
20                  on the fourth cause of action for Violation of California Labor Code §
21                  1102.5 (hereinafter the “FOURTH COA”) because no violation of LC
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                    § 1102.5 occurred;
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              ISSUE FIVE: that the MOVING DEFENDANTS are entitled to judgment on
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                    the fifth cause of action for Retaliation and Wrongful Termination in
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                    Violation of Public Policy (hereinafter the “FIFTH COA”) because
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27   MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
          ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
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                            neither NANCY nor MATT violated any public policy in connection
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                            with laying BROWN off;
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                     ISSUE SIX: that the MOVING DEFENDANTS are entitled to judgment on
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                            all five causes of action because the CORPORATE VEIL DEFENSE
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                            defeats the each cause of action as a matter of law;
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                     ISSUE SEVEN: that the MOVING DEFENDANTS are entitled to judgment
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                            denying punitive or exemplary damages because (1) the MOVING
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                            DEFENDANTS engaged in no wrongful conduct as to BROWN, and
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11                          (2) the CORPORATE VEIL DEFENSE defeats any punitive or

12                          exemplary damage claim as a matter of law;

13   Therefore, if for any reason summary judgment is not granted, the MOVING

14   DEFENDANTS seek an order that the final judgment in this action shall, in addition to any

15   matters determined at trial, award judgment as established by adjudication of ISSUES ONE

16   through SEVEN.

17             The motion is based upon this Notice of Motion, the accompanying Memorandum of

18   Points and Authorities, the Separate Statement of Undisputed Material Facts filed

19   concurrently herewith (hereinafter “SS”), the Declarations of NANCY DIXON, MATT
20   DIXON, Linda Mason, and Attorney [redacted], each of which is filed concurrently herewith,
21   the proposed order lodged herewith, all pleadings and papers on file in the above-captioned
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     action, and other evidence that may be presented by the MOVING DEFENDANTS prior to
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     or at the hearing on this motion.
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     / / / /
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     / / / /
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                                                     4
27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
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            WHEREFORE, the MOVING DEFENDANTS pray as follows:
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            1. That this Motion for Summary Judgement be granted in favor of the MOVING
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     DEFENDANTS and against BROWN.
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            2. That BROWN’S Complaint against the MOVING DEFENDANTS be dismissed
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     with prejudice and that BROWN be ordered to take nothing from the MOVING
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     DEFENDANTS by way of the Complaint.
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            3. That the MOVING DEFENDANTS be awarded their costs of suit.
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            4. For such other relief that this Court deems just and proper.
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11   Respectfully submitted,

12   Dated: _________________
                                                  [attorney name redacted]
13

14
                                                  [attorney name redacted], Attorneys for
15                                                Defendants DIXON FURNITURE, INC,
                                                  NANCY DIXON, and MATT DIXON.
16

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27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
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                                                        Table of Contents
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     1. Introduction...................................................................................................................8
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     2. Summary of the Facts.................................................................................................10
 5        2.1. The CORPORATION and the Furniture Manufacturing Business...................10

 6        2.2. Downturn in and Sale of the FURNITURE BUSINESS...................................11
          2.3. BROWN’S Employment by the CORPORATION...........................................12
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          2.4. BROWN’S Complaints......................................................................................14
 8   3. The Court Has Authority to Grant Summary Judgment, or, in the Alternative to
 9              Grant Summary Adjudication on the SEVEN ISSUES......................................17
     4. Summary Judgment Must Be GRANTED Because BROWN Cannot Establish Any
10
                Cause of Action Against NANCY or MATT.....................................................17
11
          4.1. BROWN Was Never Employed by NANCY or by MATT..............................17
12        4.2. The FIRST COA Must Fail Because Nonemployer Individuals Cannot Be Held
13                   Individually Liable for Discrimination or Retaliation Under GC § 12940,
                     Nor Can They Be Individually Liable for Failure to Prevent Harassment.. .18
14
          4.3. The SECOND COA Must Fail Because It Is Not Alleged Against the
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                     MOVING DEFENDANTS, BROWN Was Not Denied Leave, and Neither
16                   NANCY Nor MATT Was an “Employer” Under CFRA.............................19

17        4.4. The THIRD COA and FOURTH COA Must Fail Because No Violation of LC
                     § 232.5 or LC § 1102.5 Occurred, and Neither NANCY Nor MATT Was an
18
                     “Employer” Under LC § 6300......................................................................21
19        4.5. The FIFTH COA Must Fail Because Neither NANCY Nor MATT Violated
20                   Any Public Policy in Connection with Laying off BROWN........................22
     5. Summary Judgment Must Be GRANTED Because the CORPORATE VEIL
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                DEFENSE Defeats Every Cause of Action........................................................23
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     6. In the Alternative, the Court Must GRANT the Motion For Summary Adjudication
23              on Each of the SEVEN ISSUES.........................................................................27

24   7. Conclusion..................................................................................................................27

25

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27      MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
             ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
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                                                   Table of Authorities
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     Cases:
 4

 5      Automotriz del Golfo de California S.A. De C.V. v. Resnick (1957) 47 C2d 792 @
                  796................................................................................................................24
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        Dudley v. Department of Transp. (3 Dist.,2001) 90 Cal.App.4th 255.....................20
 7      Fiol v. Doellstedt (2 Dist.,1996) 50 Cal.App.4th 1318.............................................19
 8      Jones v. Lodge at Torrey Pines Partnership (2008) 42 Cal.4th 1158.................18, 23
        Las Palmas Associates v. Las Palmas Center Associates (2nd Dist., 1991) 235
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                  CA3d 1220....................................................................................................24
10
        Minton v. Cavaney (1961) 56 Cal.2d 576................................................................27
11      Reno v. Baird (1998) 18 Cal.4th 640..................................................................18, 22

12      Sonora Diamond Corp. v. Superior Court (Sonora Union High School Dist. (5th
                  Dist., 2000) 83 Cal.App.4th 523.............................................................24, 26
13
     Statutes:
14
        Code of Civil Procedure § 437c................................................................................17
15
        Government Code § 12940.............................................................................6, 17, 18
16      Government Code § 12945.2....................................................................................20
17      Labor Code § 1102.5..................................................................................3, 6, 21, 22
        Labor Code § 232.5....................................................................................3, 6, 21, 22
18
        Labor Code § 3300...................................................................................................22
19
        Labor Code § 6300.....................................................................................3, 6, 21, 22
20      Labor Code § 6303...................................................................................................22
21      Labor Code § 6304...................................................................................................22

22

23

24

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27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
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                         Memorandum of Points and Authorities
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            Definitions set forth in the Notice of Motion and Motion are incorporated herein.
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                                          1. Introduction
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            This is an employment law action in which BROWN is suing his former employer—
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     the CORPORATION—for what he alleges are various work-related injuries. His claims are
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     grossly exaggerated—to the point of absurdity. BROWN, quite literally, is attempting to
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     make a mountain out of a pile of chicken feces.
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10          The CORPORATION formerly owned a furniture manufacturing business (SS 8),

11   which operated a wood shop which generated a large amount of dust, most of which was

12   automatically collected by a dust collection system (SS 37). The CORPORATION also

13   employed a full-time worker whose sole responsibility was to clean up the dust (SS 38).

14   Dust is a fact of life in any wood shop (SS 36).

15          BROWN claims the wood shop was an “unsafe” workplace because of the dust. He

16   claims that, after working for several years as a warehouse manager in the wood shop, he

17   developed asthma. He also claims his asthma was aggravated by “cat hair” and “chicken

18   feces” in the workplace. He further claims that his asthma then led to various other work-
19   related grievances. Finally, he claims he was wrongfully terminated in retaliation for his
20   complaints about those grievances.
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            Five causes of action are pleaded in the Complaint. The first four set forth claims
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     based on statutes the Legislature enacted to protect the rights of workers. The fifth states a
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     claim based on public policy regarding the rights of workers.
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            If BROWN was injured on the job, then he might have one or more causes action
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     against the CORPORATION. But he has no cause of action against either of the MOVING
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27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
28
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     DEFENDANTS, who are the officers and directors of the CORPORATION and trustees for
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     the CORPORATION’S only shareholder. On the contrary, the undisputed facts support the
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     Court determining as a matter of law that BROWN cannot pierce the corporate veil.
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            The CORPORATION was incorporated in 1976 and has observed all the required
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     corporate formalities over the past three decades. The CORPORATION was adequately
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     capitalized (otherwise it could not have stayed business for thirty years, employing many
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     people). Personal and corporate funds were never co-mingled (SS 78).
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            BROWN got sick with asthma in the summer of 2006. At that time, the
10

11   CORPORATION had about 50 regular employees (SS 16). Beginning in the fall of 2006,

12   business declined sharply (hereinafter the “DOWNTURN”)—evidently due to increasing

13   competition from China—and over the ensuing 15 months the CORPORATION lost 46%

14   regular employees (SS 18). One of them was BROWN, who was laid of on November 21,

15   2006 (SS 57). By December 2007, the CORPORATION was down to 27 employees (SS 17).

16          BROWN blames NANCY and MATT for his asthma. He also blames them for

17   treating him badly, when just the opposite is true. The undisputed facts reveal that NANCY

18   and MATT treated BROWN with compassion. They authorized him to receive six weeks of

19   paid leave to heal from his asthma (hereinafter the “PAID LEAVE”), they held his position
20   open for him while he was gone, and they authorized payment of a portion of his medical
21   bills—even though BROWN was not entitled to any of these benefits under his employment
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     (SS 33, 34, 35). BROWN was good worker whom NANCY and MATT cared about. They
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     took compassionate action when he fell ill.
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            NANCY and MATT were also compassionate towards some animals that got dumped
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     on the property—a starving cat and some chickens (SS 39, 41). These animals were kept far
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27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
28
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     away from the area where BROWN worked, and their feces were cleaned up on a daily basis
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     (SS 40, 42, 43). But BROWN claims “cat hair” and “animal feces” contributed to his
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     asthma.
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            The compassionate acts of the MOVING DEFENDANTS—both toward BROWN
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     and toward the abandoned animals—do not even remotely comprise the kind of “wrongful”
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     conduct that could give rise to piercing the corporate veil. Therefore, the CORPORATE
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     VEIL DEFENSE defeats all five of BROWN’S causes of action against them. In addition, as
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     detailed below, BROWN cannot establish the elements required in any of his five causes of
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11   action the MOVING DEFENDANTS.

12                                  2. Summary of the Facts

13          NANCY and MATT are married and have been married for more than 32 years (SS

14   1). Together, they launched a furniture manufacturing business that lasted more than three

15   decades. It prospered for the first two decades. In the third decade, it continued operations

16   but without making any profit. At the end of the third decade the DOWNTURN happened.

17   NANCY and MATT then sold the business and retired. The events alleged in the Complaint

18   took place near the end of this thirty-year history.
19
            2.1. The CORPORATION and the Furniture Manufacturing Business
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            The CORPORATION is a California Corporation, incorporated in 1976 (SS 2). It has
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     exactly one shareholder, which is the Dixon Family Trust of 1985 (hereinafter the
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     “TRUST”) (SS 3). It has exactly two directors—NANCY and MATT (SS 4). It has exactly
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     two officers—NANCY, who is both President and Chief Financial Officer, and MATT, who
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     is both Vice-President and Secretary (SS 5). The CORPORATION has had an “active”
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     status with the California Secretary of State in each year since its incorporation (SS 6). The
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27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
28
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     CORPORATION has held shareholder meetings and board of directors meetings each year
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     since 1976 in accordance with both its Bylaws and California law (SS 7).
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            The CORPORATION operated a furniture manufacturing business (hereinafter the
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     “FURNITURE BUSINESS”) in Pasadena, California, and, over the past thirty years,
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     manufactured thousands of items of furniture and shipped them to customers all over the
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     United States (SS 8).    The real property on which the CORPORATION operated its
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     FURNITURE BUSINESS (hereinafter the “PROPERTY”) is in Pasadena and is owned by
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     the TRUST (SS 9, 10). “[redacted]” is a brand name used by the FURNITURE BUSINESS
10

11   (SS 11).

12          Due to the seasonal nature of the FURNITURE BUSINESS, each summer the

13   CORPORATION augmented its regular year-round staff with temporary workers who were

14   subsequently let go in the fall (SS 12). From approximately 1998 until the present, the

15   CORPORATION failed to make any profits (SS 13).

16
                  2.2. Downturn in and Sale of the FURNITURE BUSINESS
17
            Beginning in the last quarter of 2006, the CORPORATION experienced a major
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     downturn in its business (hereinafter the “DOWNTURN”) that greatly exceeded the usual
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     seasonal decline in the fall (SS 14). Before the DOWNTURN, the CORPORATION had
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     approximately 50 regular employees (SS 16). By December 2007, the CORPORATION was
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     down to 27 employees (SS 17). Because of the DOWNTURN, the CORPORATION
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     ultimately lost more than 46% of its regular employee staff—most were laid off, but
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     some quit (SS 18). Because of the DOWNTURN, the CORPORATION had to close its
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     showrooms (SS 19).
25

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27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
28
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            On December 14, 2007, the CORPORATION sold all its FURNITURE BUSINESS
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     assets to XYZ Manufacturing, Inc. (hereinafter “XYZ”) (SS 15), because (a) the
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     CORPORATION had not made a profit for nine years, (b) the DOWNTURN had forced it to
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     lay off approximately 46% of its regular employees, and (c) the CORPORATION could no
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     longer afford to operate the business (SS 20).        Neither NANCY nor MATT nor the
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     CORPORATION sought a buyer for the FURNITURE BUSINESS—instead, they were
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     approached in April 2007 by two individuals, who initiated discussions for XYZ purchasing
 9
     the FURNITURE BUSINESS (SS 21).             The filing of the Complaint by BROWN was
10

11   unrelated to the two buyers initiating those discussions and was also unrelated to the sale (SS

12   22).

13                    2.3. BROWN’S Employment by the CORPORATION
14
            BROWN was employed by the CORPORATION from 1994 to 1999 (hereinafter the
15
     “FIRST STINT”) (SS 23). He was again employed by the CORPORATION from 2003 to
16
     2006 (hereinafter the “SECOND STINT”)—his Federal W-2 statements for 2004, 2005 and
17
     2006 list his employer as “DIXON FURNITURE, INC.” (SS 24). He was an “at will”
18
     employee (SS 25). And he was a good employee (SS 26). The FIRST STINT ended when
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     BROWN voluntarily quit his employment at the CORPORATION (SS 27). The SECOND
20
     STINT ended when BROWN was laid off by the CORPORATION on November 21, 2006
21
     (SS 28). During most of the SECOND STINT—up until he took his PAID LEAVE—
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     BROWN was the Warehouse/Shipping Manager at the CORPORATION (SS 61).
23
            In July 2006 an incident occurred on the PROPERTY wherein BROWN claimed he
24
     was having difficulty breathing (hereinafter the “BREATHING INCIDENT”).                    The
25
     CORPORATION sent him to its clinic and the doctor diagnosed that symptoms of a
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27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
28
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     longstanding asthma condition had just surfaced (SS 31).           When the BREATHING
 3
     INCIDENT occurred, BROWN was standing in the production office nowhere near the cat or
 4
     the chickens (SS 44). Immediately after the BREATHING INCIDENT, BROWN went on a
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     leave of absence from work for about six weeks because he was suffering from asthma (SS
 6
     32). While BROWN was absent from work during the PAID LEAVE, the CORPORATION
 7
     kept his job position open for him (SS 33). BROWN had no medical insurance, no money
 8
     beyond his paycheck, and no relatives in the United States, and, although the
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     CORPORATION had no obligation to do so, out of compassion for BROWN and because he
10

11   was a long-term employee, the CORPORATION paid a portion, but not all, of his medical

12   expenses in connection with the asthma (SS 34). Additionally, and without any obligation to

13   do so, the CORPORATION continued to pay BROWN his full pay while he was absent from

14   work during the PAID LEAVE (SS 35).

15          When BROWN was absent from work on PAID LEAVE during the summer of 2006,

16   the CORPORATION really needed him, and made weekly calls to him to see if he was ready

17   to come back to work (SS 62). During BROWN’S absence, the CORPORATION hired a

18   temporary worker to replace him as Warehouse Manager (SS 63). As Warehouse Manager,

19   heavy lifting was a part of ADAM’S job. When he returned from his PAID LEAVE, he was
20   offered the help of an assistant to do the heavy lifting in his capacity as Warehouse Manager,
21   but he refused to resume the duties of Warehouse Manager because he did not want to lift
22
     furniture anymore (SS 64). Since BROWN refused, the temporary worker hired to replace
23
     BROWN as Warehouse Manager was made into a regular employee (SS 65).
24
            BROWN was among the approximate 23 of the CORPORATION’S regular
25
     employees (46%) who got laid off because of the DOWNTURN (SS 18). The layoffs began
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27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
28
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     in September 2006, and it is estimated that BROWN’S November 2006 layoff was anywhere
 3
     from the 7th to the 11th layoff (SS 53, 54, 55, 56). BROWN was laid off because of the
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     DOWNTURN and the consequent lack of work for him to do—at the time, he was the
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     “logical next person” to be let go (SS 58). BROWN was not laid off because of his being
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     negative, sarcastic, complaining about his asthma, and/or complaining that NANCY and
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     MATT were responsible for his illness (SS 59).        Shortly after BROWN was laid off,
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     additional employees were laid off in December 2006 (SS 60).
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            At the time he was laid off, BROWN was working as a Production Assistant in the
10

11   Production Department, which had two other employees, and there were no other job

12   opportunities for BROWN within the CORPORATION (SS 66, 67). That department’s work

13   had dwindled to the point that each of its three employees was carrying less than a two-thirds

14   workload with nothing to do in the remaining one-third of their time—after BROWN was

15   laid off the other two employees had full workloads (SS 70, 71). The CORPORATION did

16   not consider putting BROWN back into his former warehouse position because BROWN

17   refused to take back his former job in the warehouse (SS 72).

18          Nobody was hired to replace BROWN—indeed, the CORPORATION hired no one

19   from the time BROWN was laid off through the sale of the business to XYZ. (SS 68, 69).
20
                                    2.4. BROWN’S Complaints
21
            In his Complaint, BROWN alleges that he was “harassed, discriminated against and
22
     retaliated against by Defendants routine and systematic ostracizing by management and other
23
     employees” (Complaint ¶ 16), that the Defendants “discriminated against [him] on the basis
24
     of his perceived and/or physical disability(s)” (Complaint ¶ 17), that the so-called
25
     discrimination “created an abusive work environment [where he] was harassed, discriminated
26
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27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
28
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     against and retaliated against [based on his] perceived and/or physical disability(s) and/or
 3
     complaints about unlawful conduct” (Complaint ¶ 20, lines 16-18—see also ¶ 75, line 11
 4
     “discriminating, harassing and retaliating” and identically ¶ 76 line 22).
 5
            If BROWN felt he had been harassed or discriminated against or retaliated against at
 6
     work, he was required to report it to the CORPORATION, as set forth in the Employee
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     Handbook, and he was also supposed to report any other complaints to the CORPORATION
 8
     (SS 45). He did not (SS 46). Nor did he report any unlawful conduct (SS 48).
 9
            The Complaint alleges that BROWN made “numerous complaints to Defendants’
10

11   supervisors and managers of the large quantity of dust and cat hair...” (Complaint ¶ 45), that

12   he “made numerous complaints” about unsafe working conditions due to dust, cat hair and

13   bird feces “including. but not limited to NANCY and to MATT” (Complaint ¶¶ 47 and 61).

14   He did not. In fact, he made just one such complaint, it was only about the bird feces, and it

15   was to Linda Mason, the bookkeeper—he never complained to NANCY or to MATT (SS 47).

16          Instead, after that single complaint to the bookkeeper that was limited to the matter of

17   bird feces, BROWN complained to the to the Los Angeles County Department of Health

18   Services (hereinafter “DHS”) concerning dust, cat hair and bird fecal matter on the property

19   (SS 49). On November 21, 2006, DHS sent a letter to MATT (hereinafter the “DHS
20   LETTER”) alleging (a) accumulation of animal excrement, and (b) animals (excluding cats)
21   being within 35 feet of a food establishment—but the DHS LETTER did not allege any
22
     violation concerning dust or cat hair (SS 50). On or about November 20, 2006, and two
23
     days before receiving the DHS LETTER, MATT built a cage for the chickens and confined
24
     them in it—and when he received the DHS LETTER, MATT informed DHS that the
25

26
                                                     15
27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
28
 1

 2
     chickens had been confined to a cage, which resulted in DHS dropping BROWN’S complaint
 3
     (SS 51).
 4
            BROWN blamed NANCY and MATT for his sickness because, according to
 5
     BROWN, there was too much dust in the factory and he was forced to work near the cat hair
 6
     and bird feces (SS 74). And yet, BROWN admits that he was exposed to animal feces in the
 7
     yard around his own home (SS 75). He also admits that he never used any “outside eating
 8
     area” mentioned in COMPLAINT ¶ 10 (SS 42). In the Complaint he alleges he suffered
 9
     from “severe fright,” “severe shock,” and “severe pain” (Complaint ¶ 23 line 9, ¶ 37 line 9, ¶
10

11   52 line 26, ¶ 66 line12, and ¶ 80 line 22), but he admits that these were nothing more than his

12   emotional reaction to the BREATHING INCIDENT and to his own symptoms of asthma, as

13   well as chest pains from the asthma (SS 76, 77).

14          BROWN alleges in the Complaint that he was laid off in retaliation for reporting to

15   the DHS (Complaint ¶¶ 49, 62).         That is impossible.    Neither MATT, NANCY, the

16   CORPORATION nor the TRUST knew about BROWN’S complaint to DHS until MATT

17   received the DHS LETTER—which is dated November 21, 2006, the same date on which

18   BROWN was laid off by the CORPORATION—and MATT received the DHS LETTER via

19   mail after November 21, 2006 (SS 52). BROWN cannot have been laid off in retaliation for
20   the DHS LETTER because the layoff occurred before MATT received the DHS LETTER.
21          BROWN and his attorney are struggling to create some “reason” for his layoff other
22
     than the plain reality that the DOWNTURN necessitated a massive layoff. Yet, in response
23
     to a special interrogatory asking “Please describe all facts supporting YOUR allegations in
24
     COMPLAINT ¶¶ 17, 18h and 62 that YOUR termination by DIXON FURNITURE was not
25

26
                                                    16
27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
28
 1

 2
     due to lack of business,” BROWN offered no fact to refute that the DOWNTURN occurred
 3
     or that many other layoffs that were happening at the time (SS 73).
 4
     3. The Court Has Authority to Grant Summary Judgment, or, in the
 5
     Alternative to Grant Summary Adjudication on the SEVEN ISSUES.
 6             CCP § 437c(c) provides, “The motion for summary judgment shall be granted if all
 7
     the papers submitted show that there is no triable issue as to any material fact and that the
 8
     moving party is entitled to a judgment as a matter of law.”
 9
               CCP § 437c(f) provides, “A party may move for summary adjudication as to one or
10
     more causes of action within an action, one or more affirmative defenses, one or more claims
11
     for damages,....” Here, ISSUES ONE through FIVE are for the adjudication of causes of
12
     action, ISSUE SIX is for the adjudication of an affirmative defense, and ISSUE SEVEN is
13
     for the adjudication of a claim for damages.
14
               Therefore, the Court has authority to grant summary judgment, or, in the alternative
15
     to grant summary adjudication on the SEVEN ISSUES.
16
        4. Summary Judgment Must Be GRANTED Because BROWN
17
       Cannot Establish Any Cause of Action Against NANCY or MATT.
18
                   4.1. BROWN Was Never Employed by NANCY or by MATT.
19
               BROWN was employed by the CORPORATION. His Federal W-2 statements for
20
     2004, 2005 and 2006 list the CORPORATION as his employer and do not list NANCY or
21
     MATT as his employer (SS 24, 29). BROWN has no facts to support his allegations that he
22
     was employed by NANCY or MATT (SS 29). BROWN was never employed by NANCY or
23

24   by MATT. NANCY and MATT were BROWN’S supervisors, but not his employer.

25   / / / /

26   / / / /
                                                     17
27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
28
 1

 2
       4.2. The FIRST COA Must Fail Because Nonemployer Individuals Cannot Be
 3
       Held Individually Liable for Discrimination or Retaliation Under GC § 12940,
 4
         Nor Can They Be Individually Liable for Failure to Prevent Harassment.
 5
             The FIRST COA is for “Sexual Harassment, Discrimination and Retaliation in
 6
     Employment [California Government Code § 12940 et seq.]” (Complaint p. 2, lines 6-7). GC
 7
     § 12940 et seq. is commonly called the California Fair Employment and Housing Act or
 8
     “FEHA”.
 9

10           In Reno v. Baird (1998) 18 Cal.4th 640, the Supreme Court held that under FEHA

11   nonemployer individuals they cannot be held individually liable for discrimination. “The

12   California Fair Employment and Housing Act (FEHA) (Gov.Code, § 12900 et seq.) generally

13   prohibits employers from practicing some kinds of discrimination.... We conclude that the

14   FEHA.... allows persons to sue and hold liable their employers, but not individuals. Our

15   conclusion also applies to common law actions for wrongful discharge.” Id. @ 643.

16           In the very recently decided Jones v. Lodge at Torrey Pines Partnership (2008) 42

17   Cal.4th 1158, the Supreme Court likewise held that the same rule applies for retaliation. “In

18   Reno v. Baird...., we held that, although an employer may be held liable for discrimination
19   under the California Fair Employment and Housing Act (FEHA) ( Gov.Code, § 12900 et
20   seq.), nonemployer individuals are not personally liable for that discrimination. In this case,
21
     we must decide whether the FEHA makes individuals personally liable for retaliation. We
22
     conclude that the same rule applies to actions for retaliation that applies to actions for
23
     discrimination: The employer, but not nonemployer individuals, may be held liable.” Id. @
24
     1160.
25

26
                                                    18
27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
28
 1

 2
            As for “sexual harassment,” other than the label in the FIRST COA heading, the
 3
     Complaint is completely devoid of any allegation of a sexual in nature. The Complaint
 4
     makes several generalized, one-word allegations of harassment—“harassed” (Complaint ¶ 16
 5
     line 9), “harassed” (Complaint ¶ 20 line 17), “harassing” (Complaint ¶ 75 line 11), and
 6
     “harassing” (Complaint ¶ 76 line 22). But these one-word harassment allegations are, in each
 7
     instance, lumped together with allegations of discrimination, retaliation, and wrongful
 8
     termination. While the allegations of discrimination and retaliation are explained in some
 9
     detail (see, e.g., the lists in Complaint ¶¶ 18 and 33), and wrongful termination is discussed
10

11   throughout the Complaint, absolutely no detail whatsoever is alleged as to what actually

12   constituted the so-called harassment.    And the undisputed facts are that BROWN was

13   required to report any harassment (SS 45) but never did so (SS 46).

14          Even if harassment did occur and NANCY or MATT failed to prevent it, they cannot

15   be held individually liable for it. “[A] supervisory employee is not personally liable under

16   the FEHA, as an aider and abettor of the harasser, for failing to take action to prevent the

17   sexual harassment of a subordinate employee.”         Fiol v. Doellstedt (2 Dist.,1996) 50

18   Cal.App.4th 1318 @ 1326.

19
          4.3. The SECOND COA Must Fail Because It Is Not Alleged Against the
20
      MOVING DEFENDANTS, BROWN Was Not Denied Leave, and Neither NANCY
21
                         Nor MATT Was an “Employer” Under CFRA.
22
            The SECOND COA is for “Violation of the Family Rights Act [California
23
     Government Code § 12945.2 et seq.] Against Ella Smith Cosmetics, Inc. and DOES 1
24
     through 100, inclusive” (Complaint p. 7 line 16, emphasis added).
25

26
                                                    19
27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
28
 1

 2
            Ella Smith Cosmetics is not named as a party to this action. The SECOND COA is
 3
     not alleged against the MOVING DEFENDANTS, who have no knowledge of or connection
 4
     with Ella Smith Cosmetics. But even if the SECOND COA is alleged against the MOVING
 5
     DEFENDANTS, it must still fail.
 6
            GC § 12945.2 is commonly called the California Family Rights Act or “CFRA”.
 7
     BROWN alleges that the Defendants “denied and retaliated against Plaintiff for being
 8
     entitled to Plaintiff’s Family Rights and Family Care and Medical Leave...” (Complaint ¶
 9
     33). BROWN was not denied leave. Not only did BROWN take a medical leave of absence
10

11   (Complaint ¶ 13), but during his absence he was paid his full pay, a portion of his medical

12   expenses were paid, his position was held open for him, and upon return to work he was

13   accommodated into a different position with the same pay (SS 32, 33, 34, 35, 64).

14          “[T]he elements of a cause of action for retaliation in violation of CFRA under the

15   circumstances of this case are as follows: (1) the defendant was an employer covered by

16   CFRA; (2) the plaintiff was an employee eligible to take CFRA leave; (3) the plaintiff

17   exercised her right to take leave for a qualifying CFRA purpose; and (4) the plaintiff suffered

18   an adverse employment action, such as termination, fine, or suspension, because of her

19   exercise of her right to CFRA leave.” Dudley v. Department of Transp. (3 Dist.,2001) 90
20   Cal.App.4th 255 @ 261.
21          BROWN cannot establish the first element that NANCY or MATT was an
22
     “employer” for purposes of CFRA. GC § 12945.2(c)(2) provides that for purposes of CFRA,
23
     “’Employer’ means either of the following: (A) Any person who directly employs 50 or
24
     more persons to perform services for a wage or salary. (B) The state, and any political or
25

26
                                                    20
27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
28
 1

 2
     civil subdivision of the state and cities.” (Emphasis added.) Neither NANCY nor MATT
 3
     meets this definition (SS 79).
 4

 5   4.4. The THIRD COA and FOURTH COA Must Fail Because No Violation of LC §

           232.5 or LC § 1102.5 Occurred, and Neither NANCY Nor MATT Was an
 6
                                      “Employer” Under LC § 6300.
 7
               The THIRD COA is for “Violation of Labor Code §§232.5 and 6310 et seq. [Unsafe
 8
     Workplace],.” where BROWN alleges that the Defendants “retaliated against Plaintiff for
 9

10   complaining about the unsafe workplace and/or conditions, and retaliated and wrongfully

11   terminated Plaintiff...” (Complaint ¶ 49, emphasis added).       The FOURTH COA is for

12   “Violation of Labor Code § 1102.5 [Whistle-blower Statute],” where BROWN alleges that

13   the same very thing in slightly different words that refer back to the allegations in the THIRD

14   COA (see Complaint ¶¶ 60-62). Discrimination is not alleged in connection with workplace

15   safety.

16             LC §§ 232.5 and 1102.5 each prohibit employers from retaliation and/or wrongful

17   termination arising from an employee disclosing information about the employer's working

18   conditions. BROWN complained once about the bird feces to the bookkeeper (SS 47). He
19   then complained to DHS (SS 49), but DHS subsequently dropped the matter (SS 51).
20   BROWN cannot have been laid off in retaliation for the DHS LETTER because the layoff
21
     occurred before MATT received the DHS LETTER (SS 52).                Nor was he laid off in
22
     connection with is one complaint to the bookkeeper—he was laid of because of the
23
     DOWNTURN (SS 18, 53, 54, 55, 56, 58, 59, 60). Therefore, no violation of LC §§ 232.5 or
24
     1102.5 occurred, and the MOVING DEFENDANTS cannot be held liable.
25

26
                                                    21
27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
28
 1

 2
             For the purposes of LC § 6300, the definition of “employer” is given at LC § 6304,
 3
     which provides, “‘Employer’ shall have the same meaning as in Section 3300.” In turn, LC §
 4
     3300 defines “employer” (in pertinent part) as “Every person including any public service
 5
     corporation, which has any natural person in service.” LC § 6303 excludes household
 6
     domestic services. Neither NANCY nor MATT meets this definition of “employer” (SS 80).
 7
     Therefore, the MOVING DEFENDANTS cannot be held individually liable under LC §
 8
     6300.
 9

10   4.5. The FIFTH COA Must Fail Because Neither NANCY Nor MATT Violated Any

11                  Public Policy in Connection with Laying off BROWN.

12           The FIFTH COA is for “Retaliation and Wrongful Termination in Violation of Public

13   Policy”. BROWN attempts in the FIFTH COA to spin the various statutes under which he

14   pleaded the first four causes of action as defining “public policy,” and on that basis he re-

15   alleges the very same claims pleaded in the first four causes of action under the new rubric of
16   “wrongful termination in violation of public policy”. This he cannot do.
17
             In Reno v. Baird, supra, the Supreme Court held, “It would be absurd to forbid a
18
     plaintiff to sue a supervisor under the FEHA, then allow essentially the same action under a
19
     different rubric. Because plaintiff may not sue Baird as an individual supervisor under the
20
     FEHA, she may not sue her individually for wrongful discharge in violation of public
21
     policy.” Id. @ 664. This reasoning of the Reno applies directly to the decision in Reno that
22
     nonemployer individuals cannot be held individually liable for discrimination under FEHA.
23
     It also applies to the Supreme Court’s recent decision in Jones v. Lodge at Torrey Pines
24
     Partnership, supra as to retaliation. Therefore, as to both discrimination and retaliation in
25

26
                                                    22
27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
28
 1

 2
     purported violation of public policy as codified in FEHA, BROWN cannot sue the
 3
     nonemployer individual MOVING DEFENDANTS for wrongful discharge.
 4
            More broadly, the reasoning of the Reno can be applied to the SECOND COA,
 5
     THIRD COA and FOURTH COA and the various statutes under which are pleaded, thereby
 6
     denying BROWN from suing the nonemployer individual MOVING DEFENDANTS for
 7
     wrongful discharge.
 8
            Besides, as set forth above, the undisputed facts indicate that neither NANCY nor
 9
     MATT violated any public policy in connection with laying off BROWN. He was laid of
10

11   because of the DOWNTURN (SS 18, 53, 54, 55, 56, 58, 59, 60).

12                                         ————————

13          Therefore, summary judgment must be GRANTED because BROWN cannot

14   establish any cause of action against NANCY or MATT.

15         5. Summary Judgment Must Be GRANTED Because the
         CORPORATE VEIL DEFENSE Defeats Every Cause of Action.
16
            In 1957 the California Supreme Court stated two general requirements for piercing
17
     the corporate veil (also known as invoking the alter ego doctrine):
18
                    “It is the general rule that the conditions under which a corporate
19
                    entity may be disregarded vary according to the circumstances in each
                    case. [citations] It has been stated that the two requirements for
20
                    application of this doctrine are (1) that there be such unity of interest
21                  and ownership that the separate personalities of the corporation and the
                    individual no longer exist and (2) that, if the acts are treated as those of
22                  the corporation alone, an inequitable result will follow.”

23   Automotriz del Golfo de California S.A. De C.V. v. Resnick (1957) 47 C2d 792 @ 796. See

24   also Las Palmas Associates v. Las Palmas Center Associates (2nd Dist., 1991) 235 CA3d

25   1220 @ 1249, citing this same passage. How are these two general requirements satisfied?

26   Sonora Diamond Corp. v. Superior Court (Sonora Union High School Dist. (5th Dist., 2000)
                                                23
27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
28
 1

 2
     83 Cal.App.4th 523 is instructive. (Sonora involved one corporation that was owned by
 3
     another corporation. Some of the circumstances discussed, such as “lack of segregation of
 4
     corporate records, and identical directors and officers,” refer to the two corporations and do
 5
     not apply here.)
 6
                    Ordinarily, a corporation is regarded as a legal entity, separate and
 7                  distinct from its stockholders, officers and directors, with separate and
                    distinct liabilities and obligations. [citations] A corporate identity may
 8                  be disregarded—the ‘corporate veil’ pierced—where an abuse of the
                    corporate privilege justifies holding the equitable ownership of a
 9
                    corporation liable for the actions of the corporation. [citations] Under
                    the alter ego doctrine, then, when the corporate form is used to
10
                    perpetrate a fraud, circumvent a statute, or accomplish some
11                  other wrongful or inequitable purpose, the courts will ignore the
                    corporate entity and deem the corporation's acts to be those of the
12                  persons or organizations actually controlling the corporation, in most
                    instances the equitable owners. [citations] The alter ego doctrine
13                  prevents individuals or other corporations from misusing the corporate
                    laws by the device of a sham corporate entity formed for the purpose
14                  of committing fraud or other misdeeds. [citations]

15                  In California, two conditions must be met before the alter ego doctrine
                    will be invoked. First, there must be such a unity of interest and
16                  ownership between the corporation and its equitable owner that the
                    separate personalities of the corporation and the shareholder do not in
17                  reality exist. Second, there must be an inequitable result if the acts in
                    question are treated as those of the corporation alone. [citations]
18                  “Among the factors to be considered in applying the doctrine are
                    commingling of funds and other assets of the two entities, the holding
19                  out by one entity that it is liable for the debts of the other, identical
                    equitable ownership in the two entities, use of the same offices and
20                  employees, and use of one as a mere shell or conduit for the affairs of
                    the other.”[citations] Other factors which have been described in the
21                  case law include inadequate capitalization, disregard of corporate
                    formalities, lack of segregation of corporate records, and identical
22
                    directors and officers. [citations] No one characteristic governs, but
                    the courts must look at all the circumstances to determine whether the
23
                    doctrine should be applied. [citations]
24
                    Here, at least one of the two essential elements of the alter ego
25                  doctrine was not established; there was no evidence of any
                    wrongdoing by either Diamond or Sonora Mining or any evidence of
26                  injustice flowing from the recognition of Sonora Mining's separate
                                                     24
27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
28
 1

 2
                   corporate identity. Without such evidence [of wrongdoing], the alter
 3                 ego doctrine cannot be invoked. [citations]

 4                 Misconduct or injustice was not proved by Sonora Mining's apparent
                   inability to meet the balance of its endowment obligation to the
 5                 District. The alter ego doctrine does not guard every unsatisfied
                   creditor of a corporation but instead affords protection where some
 6                 conduct amounting to bad faith makes it inequitable for the corporate
                   owner to hide behind the corporate form. Difficulty in enforcing a
 7                 judgment or collecting a debt does not satisfy this standard. [citations]
 8                 Similarly, misconduct or injustice was not proved by the many
                   advances made by Diamond for the benefit of Sonora Mining because
 9
                   none were shown to have been made with a fraudulent or deceptive
                   intent. [citations] The parent is not “exposed to liability for the
10
                   obligations of [the subsidiary] when [the parent] contributes funds to
11                 [the subsidiary] for the purpose of assisting [the subsidiary] in meeting
                   its financial obligations and not for the purpose of perpetrating a
12                 fraud.”

13   Id. @ 538-539, emphasis added.

14          Here, the only factors the Court must be consider in determining whether to pierce the

15   corporate veil are the following five, taken in the order mentioned (and bolded) above in

16   Sonora:

17                 Factor One: Was there any conduct by the MOVING DEFENDANTS to

18                         perpetrate a fraud, circumvent a statute, or accomplish some other

19                         wrongful or inequitable purpose?
20                 Factor Two: Was the CORPORATION a sham corporate entity?
21                 Factor Three: Were funds comingled between the MOVING DEFENDANTS
22
                           and the CORPORATION?
23
                   Factor Four: Was the CORPORATION inadequately capitalized?
24
                   Factor Five: Were corporate formalities disregarded?
25
            The undisputed material facts show that the answer to each of these questions is no.
26
                                                    25
27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
28
 1

 2
            Factor One. BROWN is struggling to blame the MOVING DEFENDANTS for his
 3
     asthma. But, as discussed in detail above, the undisputed facts establish that the MOVING
 4
     DEFENDANTS committed no “wrong” against BROWN, much less anything that would
 5
     rise to the perpetration of a fraud or the violation of a statute. Factor One does not exist.
 6
            Factor Two. The CORPORATION operated the FURNITURE BUSINESS for more
 7
     than thirty years—employing as many as 50 people at a time, operating showrooms,
 8
     manufacturing thousands of items of furniture, and shipping them all over the United States
 9
     (SS 8, 16). That does not comprise a sham corporate entity. Nor has BROWN alleged the
10

11   CORPORATION to be a sham—indeed he was employed by the CORPORATION in two

12   stints totaling some eight years. Factor Two does not exist.

13          Factor Three. Funds were not comingled (SS 78). Nor has BROWN alleged any

14   comingling of funds. Factor Three does not exist.

15          Factor Four. Inadequate capitalization means that there was simply not enough

16   capital for the business to operate. For example:

17                  In the instant case the evidence is undisputed that there was no attempt
                    to provide adequate capitalization. Seminole never had any substantial
18                  assets. It leased the pool that it operated, and the lease was forfeited
                    for failure to pay the rent. Its capital was ‘trifling compared with the
19                  business to be done and the risks of loss’ [citations].
20   Minton v. Cavaney (1961) 56 Cal.2d 576 @ 580.                  Here, in striking contrast, the
21   CORPORATION was sufficiently capitalized to sustain a substantial business for thirty
22
     years. Nor has BROWN alleged any inadequate capitalization. Factor Four does not exist.
23
            Factor Five. The CORPORATION has had an “active” status with the California
24
     Secretary of State in each year since its incorporation (SS 6) and held shareholder meetings
25
     and board of directors meetings each year since 1976 in accordance with both its Bylaws and
26
                                                     26
27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
28
 1

 2
     California law (SS 7). All the necessary corporate formalities were observed for more than
 3
     thirty years. Factor Five does not exist.
 4
            Furthermore, BROWN admits he has no facts to support his allegations that NANCY
 5
     or MATT is personally liable for any obligation of the CORPORATION alleged in the
 6
     Complaint (SS 30).
 7
            The corporate veil cannot be pierced.        Therefore, summary judgment must be
 8
     GRANTED because the CORPORATE VEIL DEFENSE defeats every cause of action.
 9

10         6. In the Alternative, the Court Must GRANT the Motion For
             Summary Adjudication on Each of the SEVEN ISSUES.
11
            In the alternative, if for any reason summary judgment is not granted, court must
12
     GRANT the motion for summary adjudication on each of the SEVEN ISSUE because each is
13
     supported by the undisputed material facts as set forth above.
14
                                           7. Conclusion
15
            For the foregoing reasons, the Court should GRANT the motion for summary
16
     judgement.    In the alternative, the Court should GRANT the motion for summary
17
     adjudication on the SEVEN ISSUES.
18
     Respectfully submitted,
19
     Dated: _________________
20
                                                  [attorney name redacted]
21

22
                                                  [attorney name redacted], Attorneys for
23                                                Defendants DIXON FURNITURE, INC,
                                                  NANCY DIXON, and MATT DIXON.
24

25

26
                                                    27
27     MOTION BY DEFENDANTS NANCY DIXON AND MATT DIXON FOR SUMMARY JUDGMENT, OR
            ALTERNATIVELY, FOR SUMMARY ADJUDICATION; POINTS AND AUTHORITIES
28

				
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