The opinion
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3 UNITED STATES DISTRICT COURT
4 NORTHERN DISTRICT OF CALIFORNIA
5 SAN JOSE DIVISION
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7 MULTI-FLEX CIRCUITS PTY LIMITED, Case No. 25-cv-00303-BLF
et al.,
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Plaintiffs, ORDER GRANTING PLAINTIFFS'
9 MOTION FOR SUMMARY
v. JUDGMENT
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LIGHT & MOTION INDUSTRIES, INC., [Re: ECF No. 81]
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Defendant.
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13 Before the Court is Plaintiffs Multi-Flex Circuits Pty Ltd. (“Multi-Flex”) and Elecsys
14 Manufacturing Corporation’s (“Elecsys”) motion for summary judgment, or, in the alternative,
15 summary adjudication. ECF No. 81 (“Mot.”); see also ECF No. 89 (“Reply”). Defendant Light &
16 Motion Industries, Inc. (“LMI”) opposes the motion. ECF No. 87 (“Opp.”). The Court held a
17 hearing on the motion on June 18, 2026. ECF No. 93. For the reasons set forth below, Plaintiffs’
18 motion for summary judgment is GRANTED.
19 I. BACKGROUND
20 A. Undisputed Facts
21 Plaintiff Multi-Flex is a company based in Australia that designs and manufactures printed
22 circuit boards. ECF No. 85 (“Safi Decl.”) ¶ 2. Plaintiff Elecsys is a contract manufacturing firm
23 based in the Philippines. Id. Defendant LMI was a California corporation that designed and sold
24 lighting products for use in flash photography, scuba diving, and bicycle applications. ECF
25 No. 87-1 (“Emerson Decl.”) ¶ 2. LMI began its business relationship with Multi-Flex in
26 approximately 2014. Safi Decl. ¶ 3. Around 2019, Multi-Flex began outsourcing many of the
27 orders it received from LMI to Elecsys. Safi Decl. ¶ 4.
1 orders. Multi-Flex would negotiate the terms of the order with LMI and discuss them with
2 Elecsys. Id. LMI would issue a purchase order and send it to both Multi-Flex and Elecsys by
3 email. Id. Elecsys would be responsible for fulfilling the order. Id. When the products were
4 ready, Elecsys would ship the products directly to LMI. Id. Multi-Flex would issue an invoice to
5 LMI, LMI would pay Multi-Flex, and Multi-Flex would remit payment to Elecsys for its portion
6 of the work. Id.
7 Beginning in 2021, LMI began issuing purchase orders to Multi-Flex and Elecsys well in
8 advance of the desired dates for delivery to secure pricing and availability in anticipation of
9 customer demand. Safi Decl. ¶ 5. The details of these advance orders were subject to change and
10 delays. Id.; see also Emerson Decl. ¶ 3 (“The final quantities, pricing, and delivery schedules for
11 each shipment were regularly modified by mutual agreement through weekly video conferences,
12 phone calls, and email exchanges among LMI, Multi-Flex, and Elecsys personnel.”). Once the
13 parties agreed on changes to a purchase order and LMI was ready to accept delivery, Elecsys
14 completed production and shipped the products to LMI. Id. A consequence of this practice was
15 that Elecsys acquired parts and materials and held them for months or more without payment. Id.
16 ¶ 6.
17 Following frequent delays in 2022 and 2023, LMI stopped paying Multi-Flex in December
18 2023. Safi Decl. ¶ 7. LMI owes Multi-Flex at least $670,849.96 for products that were shipped
19 but never paid for. Emerson Decl. ¶ 5 & Ex. A; ECF No. 83 (“Cooke Decl.”), Ex. B (“Dubose
20 Depo.”) at 106:2–7. Separately, due to LMI’s practice issuing purchase orders in advance and
21 requesting that Elecsys acquire and hold parts and materials, Elecsys incurred $583,299.98 in
22 materials costs in acquiring inventory for LMI for which it was not compensated. ECF No. 84
23 (“Lamaroza Decl.”) ¶ 6 & Exs. B, C. On November 21, 2023, Elecsys wrote LMI, “request[ing]
24 LMI to pay the invoiced amount $583,299.98 immediately due to non-moving stocks for almost
25 2 years.” Lamaroza Decl., Ex. A at 101. LMI responded that it was “not in a position to pay for
26 this as we do not have the funds.” Id. In fact, due to a confluence of economic factors, LMI had
27 begun experiencing severe financial difficulties in 2022 and eventually ceased active operations.
B. Procedural History
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Multi-Flex and Elecsys filed suit on January 9, 2025, see ECF No. 4. After multiple
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motions to dismiss, Multi-Flex and Elecsys each assert a claim for “common counts” against LMI.
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See ECF No. 54 (“SAC”) ¶¶ 15–24. Multi-Flex alleges that LMI owes it $681,393, plus interest.
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SAC ¶ 18. Elecsys asserts that LMI owes it $583,229, plus interest. SAC ¶ 24.
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II. LEGAL STANDARD
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Summary judgment is proper where the pleadings, discovery, and affidavits show that
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there is “no genuine dispute as to any material fact and the movant is entitled to judgment as a
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matter of law.” Fed. R. Civ. P. 56(a). A court will grant summary judgment “against a party who
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fails to make a showing sufficient to establish the existence of an element essential to that party’s
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case, and on which that party will bear the burden of proof at trial . . . since a complete failure of
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proof concerning an essential element of the nonmoving party’s case necessarily renders all other
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facts immaterial.” Celotex Corp. v. Catrett, 477 U.S. 317, 322–23 (1986). A fact is material if it
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might affect the outcome of the lawsuit, and a dispute about such a material fact is genuine “if the
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evidence is such that a reasonable jury could return a verdict for the nonmoving party.” Anderson
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v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986).
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Generally, the moving party bears the initial burden of identifying evidence that
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demonstrates the absence of a genuine issue of material fact. Celotex Corp., 477 U.S. at 323.
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Where the moving party will have the burden of proof on an issue at trial, it must affirmatively
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demonstrate that no reasonable trier of fact could find other than for the moving party. Id. On an
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issue for which the nonmoving party will have the burden of proof at trial, the moving party need
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only point out “that there is an absence of evidence to support the nonmoving party’s case.” Id.
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at 325. If the evidence in opposition to the motion is merely colorable, or is not significantly
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probative, summary judgment may be granted. Liberty Lobby, 477 U.S. at 249–50.
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Once the moving party has met its initial burden, the burden of production shifts to the
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nonmoving party to “go beyond the pleadings and by her own affidavits, or by the ‘depositions,
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answers to interrogatories, and admissions on file,’ designate ‘specific facts showing that there is a
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genuine issue for trial.’” Celotex Corp., 477 U.S. at 324 (quoting Fed. R. Civ. P. 56(e)). If the
1 nonmoving party fails to make this showing, “the moving party is entitled to judgment as a matter
2 of law.” Id. at 323.
3 The Court’s function on a summary judgment motion is not to make credibility
4 determinations or weigh conflicting evidence. See T.W. Elec. Serv., Inc. v. Pac. Elec. Contractors
5 Ass’n, 809 F.2d 626, 630 (9th Cir. 1987). The evidence presented and the inferences to be drawn
6 from the facts must be viewed in a light most favorable to the nonmoving party. See id. at 631.
7 The nonmoving party has the burden of identifying with reasonable particularity the evidence that
8 precludes summary judgment. Keenan v. Allen, 91 F.3d 1275, 1279 (9th Cir. 1996). If the
9 nonmoving party fails to do so, the district court may properly grant summary judgment in favor
10 of the moving party. Id.
11 III. DISCUSSION
12 Plaintiffs seek summary judgment as to their respective common counts. “A common
13 count . . . is a simplified form of pleading normally used to aver the existence of various forms of
14 monetary indebtedness, including that arising from an alleged duty to make restitution under an
15 assumpsit theory.” Korchemny v. Piterman, 68 Cal. App. 5th 1032, 1047 (2021) (quoting
16 Zumbrun v. Univ. of S. Cal., 25 Cal. App. 3d 1, 14–15 (1972)). It “broadly applies ‘wherever one
17 person has received money which belongs to another, and which in equity and good
18 conscience . . . should be returned.’” Rubinstein v. Fakheri, 49 Cal. App. 5th 797, 809 (2020)
19 (quoting Philpott v. Superior Ct. in & for Los Angeles Cnty., 1 Cal. 2d 512, 522 (1934)). To
20 prevail on their common counts, Plaintiffs must establish “(1) the statement of indebtedness in a
21 certain sum, (2) the consideration, i.e., goods sold, work done, etc., and (3) nonpayment.” Balboa
22 Cap. Corp. v. Shaya Med. P.C. Inc., 623 F. Supp. 3d 1059, 1070–71 (C.D. Cal. 2022) (quoting
23 Farmers Ins. Exch. v. Zerin, 53 Cal. App. 4th 445, 460 (1997)).
24 A. Multi-Flex’s Common Count
25 Multi-Flex asserts that there is no genuine dispute of material fact with respect to its
26 common count against LMI. Mot. at 7–8. LMI avers that the difference between the Parties’
27 internal records defeats summary judgment. Opp. at 2–3.
1 were shipped but not paid for. ECF No. 82 (“Rankmore Decl.”) ¶ 6 (“Multi-Flex’s accounting
2 system indicates that LMI owes Multi-Flex a total of $681,393.22 (US) for products that Multi-
3 Flex shipped to LMI.”); see also id. Ex. C (statement of account as of November 30, 2024).
4 Indeed, LMI’s CEO, Daniel Emerson, testified that he “feel[s] terrible” that LMI has “a debt to
5 [Multi-Flex].” Cooke Decl., Ex. A (“Emerson Depo.”) at 55:20–21. The Court finds that
6 Elecsys’s evidence establishes the statement of indebtedness in a certain sum, consideration, and
7 nonpayment. Accordingly, Multi-Flex has met its moving burden, and the burden shifts to LMI to
8 show a disputed issue of material fact for trial.
9 For its part, LMI contends that its books show a different, lower value, which creates a
10 factual dispute that cannot be resolved at the summary judgment stage. Opp at 2–3. While it
11 acknowledges that it owes a debt to Multi-Flex, LMI submits evidence demonstrating that LMI’s
12 books reflect a value of a balance of $670,849.96—a difference of $10,543.26. See Emerson
13 Decl. ¶ 5 & Ex. A. Thus, while all agree that LMI owes Multi-Flex at least $670,849.96, there is a
14 dispute as to the $10,543.26 difference in the Parties’ records. Multi-Flex acknowledges this
15 difference in the Parties’ books and waives its right to go to trial on the disputed amount. See
16 Reply at 2–3. Thus, the Court GRANTS summary judgment as to Multi-Flex’s common count in
17 the amount of $670,849.96.
18 B. Elecsys’s Common Count
19 Elecsys also seeks summary judgment on its common count. Elecsys contends that the
20 undisputed facts establish indebtedness, consideration, and nonpayment in connection with the
21 materials Elecsys purchased at LMI’s specific request but never paid for. Mot. at 8–12. Elecsys
22 identifies evidence demonstrating LMI’s indebtedness in the sum of 583,299.98 in the form of
23 accounting records showing the amount in the costs of materials that Elecsys acquired at LMI’s
24 request to fulfill LMI’s purchase orders. See Lamaroza Decl. ¶ 7 (“Elecsys has incurred
25 $583,299.98 in materials costs in acquiring this inventory for LMI for which has not received any
26 compensation”); see also id. Ex. C (Elecsys’s accounting record re inventory acquired and held for
27 LMI). Elecsys also submits evidence of consideration, in the form of Elecsys’s purchasing
1 Elecsys and LMI). Elecsys’s employees attest to LMI’s nonpayment for the inventory. See Safi
2 Decl. ¶ 7; Lamaroza Decl. ¶ 8. On November 21, 2023, Elecsys emailed LMI to “request LMI to
3 pay the invoiced amount $583,299.98 immediately due to non-moving stocks for almost 2 years.”
4 Lamaroza Decl., Ex. A at 101. LMI responded the next day, writing, “We are not in a position to
5 pay for this as we do not have the funds. We are navigating a path back to profitability but we still
6 have a ways to go.” Id. On December 21, 2023, LMI’s CEO emailed Elecsys again, writing “I am
7 committed to paying down our past due with Elecsys and I know you have been incredibly
8 supportive over these past 12 months which has helped us keep our doors open.” Safi Decl. ¶ 8 &
9 Ex. A. Elecsys’s evidence establishes the elements of a common count in the amount of
10 $583,299.98. Thus, the Court finds that Elecsys has met its moving burden. The burden shifts to
11 LMI to identify disputed issues of material fact.
12 According to LMI, the measure of Elecsys’s recovery is the reasonable value of the goods
13 and services rendered, not Elecsys’s internal costs. Opp. at 3. LMI asserts that the reasonable
14 value of the materials Elecsys acquired at LMI’s request is disputed. It submits evidence that LMI
15 sold its entire physical inventory and related IP in the wake of its financial difficulties for a
16 fraction of the sum Elecsys seeks. Emerson Decl. ¶ 8. LMI’s remaining physical inventory was
17 purchased by a company run by a former member of LMI’s board of directors for approximately
18 $20,000. Id. LMI’s related intellectual property was sold for approximately $60,000. Id. Thus,
19 LMI contends that it is for a jury to determine the reasonable value of the materials Elecsys
20 purchased on LMI’s behalf. Opp. at 4.
21 The Court agrees with LMI that the reasonable value of the goods and services is the
22 appropriate measure of recovery. See Maglica v. Maglica, 66 Cal. App. 4th 442, 445–46 & 446
23 n.2 (1998). However, LMI has not submitted competent evidence of the reasonable value of the
24 materials Elecsys acquired. As Elecsys correctly argues, LMI has not submitted any evidence
25 showing that the parts that Elecsys acquired for LMI are the same parts that LMI sold in 2025 or
26 are otherwise equivalent. See Reply at 5. Therefore, the cost of LMI’s 2025 sale of its remaining
27 inventory does not speak to the factual issue of the fair market value of the materials acquired and
] In sum, the Court concludes that Elecsys has met its moving burden and LMI has not
2 || identified any disputed issues of material fact. Accordingly, the Court GRANTS summary
3 || judgment as to Elecsys’s common count.
4 || IV. ORDER
5 For the foregoing reasons, IT IS HEREBY ORDERED that Plaintiffs’ motion for summary
6 || judgment is GRANTED.
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8 Dated: June 25, 2026
TH LABSON FREEMAN
10 United States District Judge
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