The opinion
O
1
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8 United States District Court
9 Central District of California
10
11 DEL RECORDS, INC. et al., Case № 2:16-cv-03666-ODW (KSx)
12 Plaintiffs,
ORDER GRANTING IN PART AND
13 v.
DENYING IN PART MOTION FOR
14 JG MUSIC et al., SUMMARY JUDGMENT [163]
15
Defendants.
16
17 I. INTRODUCTION
18 Plaintiffs Del Records, Inc. and Del Entertainment, Inc. (collectively, “Del”),
19 bring this action against Defendant Jesus Jaime Gonzalez Terrazas (“Gonzalez”),
20 alleging that Gonzalez breached or interfered with several of Del’s contracts. (Third
21 Am. Compl. (“TAC”), Dkt. No. 141.) Gonzalez now moves for summary judgment.
22 (Mot. Summ. J. (“Motion” or “Mot.”), Dkt. No. 132.) For the reasons discussed
23 below, the Court GRANTS IN PART and DENIES IN PART Gonzalez’s Motion.1
24
25
26
27
28 1 Having carefully considered the papers filed in connection with the Motion, the Court deemed the
matter appropriate for decision without oral argument. Fed. R. Civ. P. 78; C.D. Cal. L.R. 7-15.
1 II. BACKGROUND2
2 Del Records and Del Entertainment are entertainment companies owned by
3 Angel Del Villar. (SUF 13, Dkt. No. 166-2.) Del Records is a Mexican-American
4 music record label, and Del Entertainment is a talent management company. (TAC
5 ¶ 14.)
6 In 2012, Ariel Camacho and Gonzalez formed the band “Ariel Camacho y Los
7 Plebes del Rancho,” a popular Mexican ranchera band (the “Band”). (SUF 1–2.) The
8 Band consisted of Camacho, Cesar Ivan Sanchez Luna (“Sanchez”), and Israel Meza
9 Carrillo (“Meza”). (SUF 3.) Felipe De Jesus Hernandez Rojas (“Hernandez”) served
10 as the Band’s promoter. (SUF 5.) Hernandez also employed Gonzalez, who served as
11 the Band’s producer. (SUF 7, 9.) In April 2013, Hernandez and his wife began using
12 the fictious name “JG Music”—which Gonzalez first used—in connection with their
13 work with the Band. (SUF 8, 11.) The parties dispute whether and how Gonzalez
14 assigned the rights to use “JG Music” to Hernandez and his wife. (SUF 10.)
15 On March 24, 2014, Del and Hernandez, using the name “JG Music,” entered
16 into two contracts for services of the Band: an exclusive recording agreement (the
17 “Recording Agreement”) and a personal management agreement (the “Management
18 Agreement,” and collectively with the Recording Agreement, the “Del-JG
19 Agreements”). (SUF 14–15.) Among other things, the Del-JG Agreements required
20 the Band to record albums and perform concerts in exchange for a percentage of
21 royalties. (Decl. James G. Sammataro ISO Mot. (“Sammataro Decl.”) Ex. 2
22 (“Recording Agreement”) ¶¶ 1, 5, Dkt. No. 163-4.) Gonzalez was not a signatory to
23 the Del-JG Agreements. (SUF 28.)
24 On February 25, 2015, Camacho died. (SUF 34.) Following Camacho’s death,
25 Band members Sanchez and Meza, along with Jose Manuel Castro Lopez (“Castro”),
26
2 The Court derives the factual background, some of which is disputed, from Gonzalez’s Statement
27
of Uncontroverted Facts (“SUF”), Del’s Additional Material Facts (“AMF”), and Responses thereto
28 (collectively, the “Statements”), in addition to the parties’ clearly and specifically cited evidence.
See C.D. Cal. L.R. 56-1 to 56-4.
1 formed the band “Los Plebes del Rancho de Ariel Camacho” to honor Camacho’s
2 legacy (the “Reconstituted Band”). (SUF 42–43; AMF 75, Dkt. No. 168-1.) To
3 memorialize this arrangement, Del and Castro entered into a recording agreement (the
4 “Castro Agreement”). (Sammataro Decl. Ex. 4 (“Castro Agreement”), Dkt.
5 No. 163-6.) The Castro Agreement also provided that Castro would record and
6 perform for Del as a solo artist. (Id.)
7 On April 17, 2015, Hernandez also died. (SUF 37.) Gonzalez claims that
8 shortly after Hernandez’s death, Hernandez’s widow assigned the rights to use the
9 name “JG Music” back to Gonzalez. (SUF 38.)
10 Throughout 2015 and into 2016, the Reconstituted Band continued to perform
11 in shows. (AMF 81–83.) Del paid at least some money to members of the
12 Reconstituted Band for their performances. (AMF 81–83.) However, in
13 February 2016, Gonzalez severed all ties with Del. (AMF 93.) In a letter addressed to
14 Del Villar, Gonzalez wrote:
15
As per contract signed, our preliminary contracts will conclude/terminate
16 in the upcoming month and I JESUS JAIME GONZALEZ (JG MUSIC)
wish to properly end/terminate our actual indentures prior to renewal date
17
established. It is worthy to note, JG Music regrets the inconvenience
18 caused for your organization upon this choice.
19
Hence, the decision of the company is final and JG MUSIC thanks you
20 for your services that your company offered to ours until this point and
we wish you all the best for the future projects that you are going to
21
engage in.
22
23 Respectfully,
Jesus Jaime Gonzalez
24
Manager
25 JG Music
26
27
28
1 (the “Gonzalez Letter”) (Decl. Aaron C. Liskin ISO Opp’n (“Liskin Decl.”) Ex. 14
2 (“Gonzalez Letter”), Dkt. No. 166-5.)3 Castro also testifies that, around this time,
3 Gonzalez convinced Castro to stop working with Del. (Sammataro Decl. Ex. 11
4 (“Castro Dep. Tr.”) 30:17–21, Dkt. No. 163-13.)
5 Based on the above allegations, Del asserts eight causes of action against
6 (1) Gonzalez, as successor-in-interest to JG Music, for breach of the Del-JG
7 Agreements (Counts One and Four), (TAC ¶¶ 54–59, 78–83); (2) Gonzalez, in his
8 individual capacity, for intentional interference and inducing breach of the Del-JG
9 Agreements (Counts Two, Three, Five, and Six), (id. ¶¶ 60–77, 84–101); and
10 (3) Gonzalez, in his individual capacity, for intentional interference and inducing
11 breach of the Castro Agreement (Counts Seven and Eight), (id. ¶¶ 102–19).4
12 Gonzalez now moves for summary judgment on all eight causes of action under
13 Federal Rule of Civil Procedure (“Rule”) 56. (Mot. 9)
14 III. EVIDENTIARY OBJECTIONS
15 Both parties object to portions of the other’s evidence. Much of the material to
16 which they object is unnecessary to the resolution of the Motion, and the Court need
17 not resolve those objections. For similar reasons, relevance- and foundation-based
18 objections are moot in the context of summary judgment motions. Burch v. Regents
19 of Univ. of Cal., 433 F. Supp. 2d 1110, 1119 (E.D. Cal. 2006). Moreover, the Court
20 does not consider improper argument and legal conclusions in the parties’ Statements,
21
22 3 Gonzalez objects to Del’s reliance on the Gonzalez Letter in its briefing, arguing that the Gonzalez
Letter is unauthenticated and cannot be considered in a motion for summary judgment. (Reply 5,
23 Dkt. No. 168 (citing Orr v. Bank of Am., NT & SA, 285 F.3d 764, 773 (9th Cir. 2002)).) However, as
the Ninth Circuit in Orr also notes, “documents produced by a party in discovery [are] deemed
24
authentic when offered by the party-opponent.” Orr, 285 F.3d at 777 n.3. As Gonzalez produced
25 the Gonzalez Letter in this litigation, (Liskin Decl. ¶ 15), he cannot now claim that it is
unauthenticated, and thus the Court OVERRULES his objection.
26 4 In a consolidated action, Gonzalez brings related intellectual property, fraud, and other tort claims
against Del and Del Villar. First Am. Compl., Terrazas v. Del Recs. Inc., No. 2:17-cv-02152-ODW
27
(KSx) (C.D. Cal. filed June 20, 2024), Dkt. No. 99. Del answered and brought counterclaims against
28 Gonzalez, Sanchez, and Castro in that action. First Am. Countercl., Terrazas v. Del Recs. Inc.,
No. 2:17-cv-02152-ODW (KSx) (C.D. Cal. filed Mar. 5, 2025), Dkt. No. 116.
1 (see Scheduling & Case Management Order (“Scheduling Order”) 7–9, Dkt. No. 100),
2 so any objections on those bases are also moot. As for hearsay, a court may not grant
3 a summary judgment motion on the basis of hearsay evidence, but it may deny a
4 summary judgment motion on the basis of hearsay evidence as long as it finds that the
5 hearsay evidence would be admissible at trial. Fed. R. Civ. P. 56(e); Fraser v.
6 Goodale, 342 F.3d 1032, 1036–37 (9th Cir. 2003). Finally, to the extent the Court
7 relies on objected-to evidence in this order without further objection, those objections
8 have been thoroughly considered and are overruled. See Burch, 443 F. Supp. 2d
9 at 1122 (proceeding with only necessary evidentiary rulings).
10 IV. LEGAL STANDARD
11 A court “shall grant summary judgment if the movant shows that there is no
12 genuine dispute as to any material fact and the movant is entitled to judgment as a
13 matter of law.” Fed. R. Civ. P. 56(a). A disputed fact is “material” where it might
14 affect the outcome of the suit under the governing law, and the dispute is “genuine”
15 where “the evidence is such that a reasonable jury could return a verdict for the
16 nonmoving party.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). The
17 burden of establishing the absence of a genuine issue of material fact lies with the
18 moving party. See Celotex Corp. v. Catrett, 477 U.S. 317, 322–23 (1986).
19 Once the moving party satisfies its initial burden, the nonmoving party cannot
20 simply rest on the pleadings or argue that any disagreement or “metaphysical doubt”
21 about a material issue of fact precludes summary judgment. Matsushita Elec. Indus.
22 v. Zenith Radio Corp., 475 U.S. 574, 586 (1986); see Celotex, 477 U.S. at 324. The
23 nonmoving party must show that there are “genuine factual issues that . . . may
24 reasonably be resolved in favor of either party.” Cal. Architectural Bldg. Prods., Inc.
25 v. Franciscan Ceramics, Inc., 818 F.2d 1466, 1468 (9th Cir. 1987) (quoting Anderson,
26 477 U.S. at 250) (emphasis omitted). Courts should grant summary judgment against
27 a party who fails to make a sufficient showing on an element essential to his case
28 when he will ultimately bear the burden of proof at trial. Celotex, 477 U.S. at 322–23.
1 In ruling on summary judgment motions, courts “view the facts and draw
2 reasonable inferences in the light most favorable” to the nonmoving party. Scott v.
3 Harris, 550 U.S. 372, 378 (2007) (citation modified). Conclusory, speculative, or
4 “uncorroborated and self-serving” testimony will not raise genuine issues of fact
5 sufficient to defeat summary judgment. Villiarimo v. Aloha Island Air, Inc., 281 F.3d
6 1054, 1061 (9th Cir. 2002); Thornhill Publ’g Co. v. GTE Tel. & Elec. Corp., 594 F.2d
7 730, 738 (9th Cir. 1979). Moreover, though the Court may not weigh conflicting
8 evidence or make credibility determinations, there must be more than a mere scintilla
9 of contradictory evidence to survive summary judgment. Addisu v. Fred Meyer, Inc.,
10 198 F.3d 1130, 1134 (9th Cir. 2000).
11 The Court may assume that material facts claimed and adequately supported are
12 undisputed except to the extent that such material facts are (a) included in the
13 opposing party’s responsive statement of disputes and (b) controverted by declaration
14 or competent written evidence. C.D. Cal. L.R. 56-4. The Court is not obligated to
15 look any further in the record for supporting evidence other than what is actually and
16 specifically referenced. Id.
17 V. DISCUSSION
18 Gonzalez seeks summary judgment on all eight of Del’s causes of action.
19 (Mot. 1.) First, Gonzalez seeks summary judgment on Del’s first through sixth causes
20 of action, arguing that Del fails to show that the Del-JG Agreements were valid and
21 enforceable at the time of Gonzalez’s alleged breach or interference. (Id. at 14–19.)
22 In a separate argument, Gonzalez seeks summary judgment on Del’s first and fourth
23 causes of action, arguing Del has not demonstrated that Gonzalez ratified, assumed, or
24 was assigned the Del-JG Agreements. (Id. at 9.) Gonzalez also seeks summary
25 judgment on Del’s second, third, fifth, and sixth causes of action, arguing Del has not
26 demonstrated that Gonzalez knew the Del-JG Agreements were still valid and that
27 Gonzalez was the substantial factor in their breach or disruption. (Id. at 21.) Finally,
28 Gonzalez seeks summary judgment on Del’s seventh and eighth causes of action,
1 contending that Del has not shown Gonzalez was the substantial factor of Castro’s
2 breach or disruption of the Castro Agreement. (Id.)
3 A. Validity of the Del-JG Agreements
4 Del’s first through sixth causes of action charge Gonzalez with breaching,
5 inducing breach of, or tortious interference with, the Del-JG Agreements. (TAC
6 ¶¶ 54–101.) Gonzalez argues that the Del-JG Agreements could not have been valid
7 or enforceable at the time of Gonzalez’s alleged breach or interference on three
8 grounds: (1) that performance was excused under the doctrine of impossibility;
9 (2) that the Del-JG Agreements relate to the old band (prior to Camacho’s passing)
10 and not the Reconstituted Band; and (3) that Del’s nonperformance discharged any
11 purported duty to perform by Gonzalez. (Mot. 14–19.) None are persuasive.
12 1. Doctrine of Impossibility
13 Gonzalez argues that neither he nor any other person or entity could have
14 breached the Del-JG Agreements because performance under the Del-JG Agreements
15 is excused due to the deaths of Hernandez and Camacho. (Id. at 16–17, 19.) “[T]he
16 doctrine of impossibility or impracticability excuses performance of a contractual
17 obligation when performance is impossible or extremely impracticable.” KB Salt
18 Lake III, LLC v. Fitness Int’l, LLC, 95 Cal. App. 5th 1032, 1058 (2023). Performance
19 must be objectively impossible: “[i]t is the difference between ‘the thing cannot be
20 done’ and ‘I cannot do it.’ The first is objective; the second subjective.” El Rio Oils,
21 Can., Ltd. v. Pac. Coast Asphalt Co., 95 Cal. App. 2d 186, 197 (1949).
22 The death of a contracting party renders performance impossible when the
23 contract “is of a strictly personal nature.” Janin v. Browne, 59 Cal. 37, 44 (1881); cf.
24 Carr v. Progressive Cas. Ins. Co., 152 Cal. App. 3d 881, 890 (1984) (“[C]ontractual
25 rights arising under a nonpersonal contract survive the death of a contracting party
26 even though the breach of the contract by the other party, and hence the cause of
27 action against him did not arise until after the death of the decedent.”). Purely
28 personal acts include “the agreement of an author to write a particular book, an artist
1 to paint a certain painting, [or] a sculptor to produce a designated statue.” Mackay v.
2 Clark Rig Bldg. Co., 5 Cal. App. 2d 44, 58–59 (1935). In other words, the individual
3 who died must have had a “peculiar talent” that the individual was going to employ in
4 her performance of the contract. Id. at 59.
5 Based on the factual record before the Court, Gonzalez fails to demonstrate that
6 performance was impossible. First, Gonzalez fails to address Hernandez’s death and
7 whether his death renders the Del-JG Agreements impossible to perform. As the
8 Court previously noted, it is likely that “[a]ny person in Hernandez’s position could
9 perform” Hernandez’s obligations as outlined in the Del-JG Agreements, including
10 making the band available and delivering albums. (Order Grant in Part Mot.
11 Dismiss 7 (“Order MTD”), Dkt. No. 140; Recording Agreement 1.)
12 Second, Gonzalez does not demonstrate why Camacho’s death renders the
13 Del-JG Agreements impossible to perform. The Court previously explained what
14 Gonzalez would have to demonstrate to prevail on summary judgment: evidence
15 demonstrating that Camacho, individually, provided the Band with exceptionality,
16 extraordinariness, and uniqueness. (Order MTD 8.) However, Gonzalez fails to
17 provide any evidence in this regard. (See generally Mot.) Instead, Gonzalez falls
18 back on the same arguments he made in his motion to dismiss, pointing to a provision
19 in the Del-JG Agreements providing that the Band’s “abilities are exceptional,
20 extraordinary and unique.” (Id. at 17.) However, as the Court previously noted, the
21 Del-JG Agreements referred to the Band in the aggregate, and not specifically to
22 Camacho. (Order MTD 7–8 (citing Fanon v Cole, 259 Cal. App. 2d 855, 859
23 (1968)).) There remains a genuine dispute over whether Camacho, individually,
24 provided exceptionality, extraordinariness, and uniqueness to the Band.
25 Gonzalez has not shown that performance under the Del-JG Agreements was
26 objectively impossible. Thus, he is not entitled to summary judgment on this ground.
27
28
1 2. Old Band v. Reconstituted Band
2 Gonzalez next argues that the Del-JG Agreements do not apply to the
3 Reconstituted Band. (Mot. 14–15, 20.) However, as the Court previously noted, this
4 argument is essentially the same as Gonzalez’s impossibility argument: that
5 performance must be excused because the Del-JG Agreements specifically
6 contemplated Camacho’s presence. (See Order MTD 9.)
7 Gonzalez attempts to distinguish this argument from his impossibility argument
8 by citing two cases. (Mot. 14–15.) He barely explains their relevance, but even after
9 independent review, the Court finds that neither is apposite. First, Gonzalez cites the
10 Seventh Circuit case in Williams v. Mercury Record Corp., 295 F.2d 284, 286 (7th Cir.
11 1961). (Mot. 14.) In Williams, the Seventh Circuit held that a recording contract
12 between a singing quintet and a recording company did not also apply to the quintet’s
13 individual performers. 295 F.2d at 286. There, a member of the quintet sought
14 declaratory judgment that his individual services were not covered by a recording
15 contract between the quintet and the recording company. Id. at 284. Looking at the
16 language of the recording contract, the Seventh Circuit held that the use of the group
17 name throughout the contract “support[ed] the construction that [the recording
18 company] was dealing with these singers only as a group singing together, and not as
19 so many individuals singing solo performances.” Id. at 286. Here, unlike in Williams,
20 Del is not seeking to enforce the Del-JG Agreements against individual members of
21 the Band. Indeed, Williams seems to stand for the opposite of what Gonzalez seeks to
22 use it for, as it found that the contract binds the group, rather than any individual
23 performer. Williams of little persuasive value to the Court.
24 Second, Gonzalez cites the unpublished California Court of Appeal case
25 L’heureux v. Miller, No. B322839, 2023 WL 4014484, at *15 (Cal. Ct. App. June 15,
26 2023). Similar to Williams, L’Heureux stands for the proposition that an individual
27 who signs a contract in his capacity as an officer of an organization is not
28 automatically bound by that contract. 2023 WL 4014484, at *15. Again however, Del
1 is not seeking to enforce the Del-JG Agreements against the Band’s individual
2 members, but rather against the Band as a whole. L’Heureux is also of little
3 persuasive value to the Court.
4 In sum, Gonzalez fails to distinguish this argument from his impossibility
5 argument. At bottom, there remains a factual dispute over whether the Band and the
6 Reconstituted Band are truly different for purposes of the Del-JG Agreements. It
7 presents a similar question to the classic “Ship of Theseus” paradox: whether a ship
8 remains the same even after its parts are replaced. The Court cannot resolve this
9 age-old thought experiment; rather, it should be up to a jury to determine whether the
10 Del-JG Agreements continued to apply to the band even after Hernandez’s and
11 Camacho’s deaths.
12 3. Nonperformance
13 Finally, Gonzalez asserts an affirmative defense and argues that even if the
14 Del-JG Agreements were still valid at the time of Gonzalez’s alleged breach, any
15 breach was excused because Del “failed to perform the most basic, core functions”
16 required by the Del-JG Agreements. (Mot. 15–16.) “When a party’s failure to
17 perform a contractual obligation constitutes a material breach of the contract, the other
18 party may be discharged from its duty to perform under the contract.” Brown v.
19 Grimes, 192 Cal. App. 4th 265, 277 (2011). “Normally the question of whether a
20 breach of an obligation is a material breach, so as to excuse performance by the other
21 party, is a question of fact.” Id.
22 First, Gonzalez contends that Del’s failure to pay the Band any royalties or
23 compensation constitutes a material breach of the Del-JG Agreements. (Mot. 15, 18–
24 19; SUF 31.) Though Del’s failure to pay is undisputed, Gonzalez does not even
25 begin to demonstrate, as is his burden, whether this failure was material. See
26 Houghton v. South, 965 F.2d 1532, 1536 (9th Cir. 1992) (holding that, where the
27 moving party bears the burden of proof, “it must come forward with evidence which
28 would entitle it to a directed verdict if the evidence went uncontroverted at trial”).
1 Neither does Gonzalez attempt to refute Del’s argument that it did not owe any
2 royalties. (Opp’n 20–21, Dkt. No. 166; see generally Reply.)
3 Second, Gonzalez argues that Del failed to provide Gonzalez with notice and an
4 opportunity to cure his supposed breach. (Mot. 16.) Specifically, Gonzalez points to
5 Del’s March 17, 2016 Notice of Breach Letter (“Notice of Breach”). (Sammatoro
6 Decl. Ex. 5 (“Breach Letter”), Dkt. No. 163-7.) Gonzalez argues that Del did not
7 specify that Gonzalez breached the Del-JG Agreements by failing to record or deliver
8 albums, making the notice deficient under the Del-JG Agreements. (Mot. 16.)
9 However, “if one party notifies the other . . . that he will not perform the contract on
10 his part, the other party may enforce the contract without previously performing
11 conditions in favor of the party giving such notice of nonperformance.” Singh v.
12 Burkhart, 218 Cal. App. 2d 285, 292–93 (1963). Here, it is undisputed that by
13 February 2016—one month before Del sent the Notice of Breach—Gonzalez severed
14 all ties with Del. (AMF 93.) Moreover, Castro testified that Gonzalez convinced him
15 to stop working with Del. (Castro Dep. Tr. 30:17–21.) Viewed in the light most
16 favorable to Del, there remains at least a genuine issue of material fact as to whether
17 Gonzalez’s actions constitute a repudiation of the Del-JG Agreements, and thus,
18 excused Del from complying with the notice-and-cure provision in those agreements.
19 See Kemp Bros. Const., Inc. v. Titan Elec. Corp., No. G041695, 2011 WL 2238970,
20 at *5 (Cal. Ct. App. June 8, 2011) (“[Defendant’s] repudiation excuses [plaintiff] from
21 all of its contract duties, including the notice and cure provision.”).
22 For these reasons, the Court finds that Gonzalez has not carried his burden of
23 demonstrating that he is entitled to summary judgment on his affirmative defense of
24 nonperformance.
25 Thus, summary judgment is not warranted on Del’s first through sixth causes of
26 action based on Gonzalez’s argument that the Del-JG Agreements are invalid or
27 unenforceable.
28
1 B. Breach of Contract
2 Gonzalez also seeks summary judgment on Del’s first and fourth causes of
3 action—breach of the Del-JG Agreements—on the ground that Gonzalez is not a
4 signatory to the Del-JG Agreements or successor-in-interest to Hernandez and thus
5 could not have breached the Del-JG Agreements. (Mot. 13–15.)
6 Generally, “only a signatory to a contract may be liable for any breach.”
7 Clemens v. Am. Warranty Corp., 193 Cal. App. 3d 444, 452 (1987). Although Del
8 does not dispute that Gonzalez was not a party to the Del-JG Agreements, Del
9 identifies several contractual or equitable theories that, if proven, could still make
10 Gonzalez liable for breach of the Del-JG Agreements: (1) voluntary assignment;
11 (2) ratification; and (3) successor liability.5 (Opp’n 14–15.) All fail.
12 1. Voluntary Assignment
13 Del’s first theory to impose contract liability on Gonzalez is that some person,
14 or some entity, voluntarily assigned the Del-JG Agreements to Gonzalez. (Id. at 12–
15 15.) It is black letter law that “contractual right[s] can be assigned.” Restatement
16 (Second) of Contracts § 317. “[A]ssignment, to be effectual, must be a manifestation
17 to another person by the owner of the right indicating his intention to transfer . . . .”
18 Cockerell v. Title Ins. Co. & Tr. Co., 42 Cal. 2d 284, 292 (1954).
19 Del’s voluntary assignment theory fails because Del offers no evidence that any
20 person or entity ever assigned the Del-JG Agreements to Gonzalez. In the Motion,
21 Gonzalez raises what the parties refer to as the Marisol Assignment, in which
22 Hernandez’s wife purportedly conveyed the rights to use “JG Music” to Gonzalez.
23 (Mot. 12–14.) Gonzalez argues that the Marisol Assignment does not assign Gonzalez
24 any rights to the Del-JG Agreements. (Id.) However, in Del’s opposition brief, Del
25
26 5 Del also implies that “Gonzalez’s own exercise of JG Music’s contractual authority” is a
standalone theory of successor liability. (Opp’n 13.) Del offers no case authority or any further
27
explanation, and the Court declines to consider this undeveloped argument. Ventress v. Japan
28 Airlines, 747 F.3d 716, 723 (9th Cir. 2014). In any event, the “contractual authority” theory appears
to be a mix of ratification and implied assumption, which the Court addresses below.
1 expressly disclaims the Marisol Assignment, arguing that it “did not rely on that
2 document in bringing its claims” and even claiming that the Marisol Assignment is
3 fabricated. (Opp’n 14–15.) Thus, Del disclaims the Marisol Assignment, yet it fails
4 to identify any other instance, oral or written, where anyone assigned the Del-JG
5 Agreements to Gonzalez. (See generally id.) Del does not even identify who it
6 contends assigned the Del-JG Agreements to Gonzalez.
7 In sum, Del fails to come forward with any evidence to support its theory that
8 the Del-JG Agreements were assigned to Gonzalez. This failure to offer any evidence
9 of a voluntary assignment dooms Del’s breach of contract claim against Gonzalez
10 under this theory. Celotex, 477 U.S. at 322–23 (requiring summary judgment against
11 a party who “fails to make a showing sufficient to establish the existence of an
12 element essential to that party’s case”).
13 2. Ratification
14 Del’s second theory to impose contract liability on Gonzalez is that Gonzalez
15 ratified the Del-JG Agreements. “Ratification is the adoption of a previously formed
16 contract . . . and, by the very nature of the act of ratification . . . the party confirming
17 becomes a party to the contract.” Kraft v. Wilson, 37 P. 790, 792 (Cal. 1894).
18 However, Del’s ratification theory, or any similar theory, does not appear anywhere in
19 Del’s Third Amended Complaint. (See generally TAC); Cleveland v. Johnson,
20 209 Cal. App. 4th 1315, 1326 (2012) (noting that ratification is separate from
21 successor liability). That alone is sufficient to reject Del’s ratification theory. See
22 Wasco Prods., Inc. v. Southwall Techs., Inc., 435 F.3d 989, 992 (9th Cir. 2006)
23 (“[S]ummary judgment is not a procedural second chance to flesh out inadequate
24 pleadings.”).
25 In any event, Del’s ratification theory fails because Del has not demonstrated
26 the requisite principal-agent relationship necessary for its ratification theory. As
27 “ratification contemplates an act by one person [on] behalf of another, there must exist
28 at the time the unauthorized act was done a relationship, either actual or assumed, of
1 principal and agent.” Anderson v. Fay Imp. Co., 134 Cal. App. 2d 738, 748 (1955).
2 However, only a principal can be bound via ratification, as it “is the subsequent
3 adoption by one person of an act which another without authority assumed to do as his
4 agent.” Id.; see also Rakestraw v. Rodrigues, 8 Cal. 3d 67, 73 (1972) (“Ratification is
5 the voluntary election by a person to adopt in some manner as his own an act which
6 was purportedly done on his behalf by another person.” (emphasis added)). Del’s
7 ratification theory fails because it is undisputed that “Gonzalez was employed by, and
8 worked under the direction of, Hernandez,” meaning that Hernandez must have been
9 Gonzalez’s principal and not the other way around. (SUF 9.) Thus, Gonzalez cannot,
10 as a matter of law, have ratified Hernandez’s actions.
11 3. Successor Liability
12 Del’s third theory to impose contract liability on Gonzalez is that Gonzalez
13 assumed the Del-JG Agreement under successor liability. Under the equitable
14 doctrine of successor liability, successor corporations can be liable for the “unlawful
15 acts of predecessor companies.” Gerritsen v. Warner Bros. Ent. Inc., 112 F. Supp. 3d
16 1011, 1036 (C.D. Cal. 2015). A plaintiff invoking successor liability must adequately
17 plead that: (1) “there is an express or implied agreement of assumption,” (2) “the
18 transaction amounts to a consolidation or merger,” (3) “the purchasing corporation is a
19 mere continuation of the seller,” or (4) “the transfer of assets to the purchaser is for the
20 fraudulent purpose of escaping liability for the seller’s debts.” Fisher v.
21 Allis-Chalmers Corp. Prod. Liab. Tr., 95 Cal. App. 4th 1182, 1188 (2002).
22 Del relies on the first option, implied assumption of liability. (Mot. 15–16.)
23 When pleading implied assumption, a plaintiff “must not only plead the existence of
24 an assumption of liability but [also] . . . the factual circumstances giving rise to an
25 assumption of liability.” Gerritsen, 112 F. Supp. 3d at 1037. “Whether an implied
26 assumption of liability occurred depends on the intent of the parties, and an
27 assumption may be applied when a party accepts the rights and privileges of a
28 contract.” Pacini v. Nationstar Mortg., LLC, No. C 12-04606 SI, 2013 WL 292441,
1 at *4 (N.D. Cal. June 13, 2013). Thus, the critical inquiry is whether there is evidence
2 demonstrating a party’s “implied intent to assume” both rights and liability. Schwartz
3 v. Pillsbury, Inc., 969 F.2d 840, 845 (9th Cir. 1992) (rejecting implied assumption of
4 liability theory because plaintiffs failed to demonstrate that defendant intended to
5 assume a third-party’s tort liability).
6 In its effort to show that Gonzalez must have impliedly assumed the benefits
7 and liabilities associated with the Del-JG Agreements, Del points only to the Gonzalez
8 Letter, as it did in its briefing on Gonzalez’s motion to dismiss. (Mot. 16.) In that
9 letter, Gonzalez, represents himself as “Manager” of “JG MUSIC” and holds himself
10 out as having the power to “end/terminate” JG Music’s obligations under the Del-JG
11 Agreements. (Gonzalez Letter.) The Court previously found that the Gonzalez Letter,
12 standing alone, raised a plausible inference that Gonzalez assumed JG Music’s rights
13 and liabilities under the Del-JG Agreements. (Order MTD 10–11.) However, at the
14 summary judgment stage, it amounts to nothing more than a scintilla of evidence, such
15 that a jury could not reasonably use it to find for Del on the implied assumption issue.
16 The letter does not provide a jury with any basis with which to find that Gonzalez
17 intended to assume both the rights and liabilities under the Del-JG Agreements.
18 Instead, even if read in the light most charitably to Del, the letter could only prove that
19 Gonzalez believed he had the one right to terminate the Del-JG Agreements. The
20 letter does not prove that Gonzlaez believed he had any other rights or liabilities
21 associated with the Del-JG Agreements. Without evidence demonstrating Gonzalez
22 assumed other rights and liabilities under the Del-JG Agreement—and Del points to
23 none—Del cannot show that Gonzalez impliedly assumed the Del-JG Agreements as a
24 matter of law.
25 In sum, Del fails to make a sufficient showing to support its three breach of
26 contract theories against Gonzalez. As Del fails to prove Gonzalez can be held liable
27 for breaching the Del-JG Agreements, the Court GRANTS summary judgment for
28 Gonzalez on Del’s first and fourth causes of action.
1 C. Interference and Inducement
2 Gonzalez also seeks summary judgment on Del’s second, third, fifth, and sixth
3 causes of action, which charge Gonzalez with interfering with, or inducing the
4 Reconstituted Band’s breach of, the Del-JG Agreements. (Mot. 19–21.) The tort of
5 intentional interference with contractual relations requires “(1) a valid contract
6 between plaintiff and a third party; (2) defendant’s knowledge of this contract;
7 (3) defendant’s intentional acts designed to induce a breach or disruption of the
8 contractual relationship; (4) actual breach or disruption of the contractual relationship;
9 and (5) resulting damage.” Pac. Gas & Elec. Co. v. Bear Stearns & Co., 50 Cal. 3d
10 1118, 1126 (1990). The tort of inducement of breach of contract is nearly identical,
11 except that it requires only breach, whereas intentional interference requires either
12 breach or disruption. Shamblin v. Berge, 166 Cal. App. 3d 118, 122–23 (1985).
13 Other than the invalidity arguments that the Court rejected above, Gonzalez
14 advances two threadbare arguments aimed at defeating Del’s interference/inducement
15 claims: (1) Gonzalez could not have had “knowledge” of the Del-JG Agreements
16 because he assumed they were ineffective and no longer binding; and (2) Gonzlez was
17 not a substantial factor of any disruption or interference. (Mot. 21.) Neither argument
18 succeeds.
19 1. Knowledge of the Del-JG Agreements
20 Gonzalez’s first argument is that he could not have had known “that his alleged
21 activities with the [Reconstituted] Band would induce breach or interfere with the
22 [Del-JG] Agreements, since he understood that those contracts were ineffective and no
23 longer binding following Camacho’s death.” (Id.) In support, Gonzalez cites only the
24 fact that the “Del Entities understood that the [Del-JG] Agreements did not bind the
25 [Reconstituted] Band.” (Id. (citing SUF 47).)
26 First, the fact Gonzalez cites is properly disputed. Second, although Gonzalez
27 cites Del’s Rule 30(b)(6) witness’s testimony in support of the fact, that witness did
28 not admit that Del “understood that the Del Agreements did not bind the
1 [Reconstituted Band].” (SUF 47.) Third, even if Del understood that the Del-JG
2 Agreements did not bind the Reconstituted Band, that fact does not demonstrate
3 Gonzalez’s lack of knowledge or understanding of the Del-JG Agreements.
4 Finally, in the Gonzalez Letter, Gonzalez referred to the Del-JG Agreements in
5 the present tense, writing that the “contracts will conclude/terminate in the upcoming
6 month.” (Gonzalez Letter.) Thus, the Gonzalez Letter could also lead a jury to find
7 that Gonzalez thought the Del-JG Agreements were still effective.
8 As Gonzalez fails to demonstrate that no triable dispute exists as to his
9 knowledge of the Del-JG Agreements, the Court declines to grant summary judgment
10 on this ground.
11 2. Substantial Factor
12 Gonzalez’s second argument is that he could not be a substantial factor in any
13 breach or disruption because the Reconstituted Band “itself decided for independent
14 reasons to sever any relationship with [Del].” (Mot. 21.) In support, Gonzalez again
15 cites only one fact: that the “[Reconstituted] Band severed ties with Del Entities in or
16 around 2016.” (Id. (citing SUF 52).) It is self-evident that the fact that the
17 Reconstituted Band severed its ties with Del is not the same as the proposition that the
18 Reconstituted Band severed its ties with Del for independent reasons. Moreover, this
19 fact runs headfirst into deposition testimony showing that Gonzalez convinced at least
20 one member of the Reconstituted Band to stop working with Del. (Castro Dep.
21 Tr. 30:17–21.) As Gonzalez fails to demonstrate that no dispute exists as to whether
22 Gonzalez’s conduct was a substantial factor of the Reconstituted Band’s breach of the
23 Del-JG Agreements, the Court declines to grant summary judgment on this ground.
24 In sum, Gonzalez fails to demonstrate the absence of a triable issue of fact
25 regarding Del’s interference and inducement causes of action. Thus, the Court
26 declines to grant summary judgment on Del’s second, third, fifth, and sixth causes of
27 action.
28
D. The Castro Agreement
2 Finally, Gonzalez seeks summary judgment on Del’s seventh and eighth causes
3 || of action, in which Del alleges that Gonzalez interfered with, or induced the breach of,
4|| the Castro Agreement. (Mot. 21; TAC 102-19.) Specifically, Gonzalez argues that
5 || Del cannot show that Gonzalez was the cause of any disruption or breach of the
6 || Castro Agreement because “Castro testified that he elected to stop working with Del
Records in 2016 of his own record.” (Mot. 21 (citing SUF 66).) This, again, runs
8 | headfirst into Castro’s own deposition testimony showing that Gonzalez convinced
9 || Castro to stop working with Del. (Castro Dep. Tr. 30:17—21.) Thus, there remains a
10 || factual dispute regarding whether Gonzalez was the cause of any disruption or breach
11 || of the Castro Agreement, and consequently, the Court declines to grant summary
12 | judgment on Del’s seventh and eight causes of action.
13 VI. CONCLUSION
14 For the reasons discussed above, the Court GRANTS IN PART and DENIES
15 | IN PART Gonzalez’s Motion for Summary Judgment. (Dkt. No. 163.) Specifically,
16 || the Court GRANTS summary judgment in favor of Gonzalez on Del’s first and fourth
17 || causes of action, and DENIES the balance of the Motion.
18
19 IT IS SO ORDERED.
20
21 July 31, 2026
23
4 OTIS D. WRIGHT, II
05 UNITED STATES DISTRICT JUDGE
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