This case was last updated from Los Angeles County Superior Courts on 06/10/2019 at 22:34:52 (UTC).

JEREMY VOLGER VS CYBERCITY 3D, INC.,

Case Summary

On 05/18/2016 JEREMY VOLGER filed a Contract - Other Contract lawsuit against CYBERCITY 3D, INC . This case was filed in Los Angeles County Superior Courts, Torrance Courthouse located in Los Angeles, California. The case status is Disposed - Judgment Entered.

Case Details Parties Documents Dockets

 

Case Details

  • Case Number:

    ****1331

  • Filing Date:

    05/18/2016

  • Case Status:

    Disposed - Judgment Entered

  • Case Type:

    Contract - Other Contract

  • Court:

    Los Angeles County Superior Courts

  • Courthouse:

    Torrance Courthouse

  • County, State:

    Los Angeles, California

 

Party Details

Plaintiff

VOLGER JEREMY

Defendants

DOES 1-5

CYBERCITY 3D INC. A NEVADA CORPORATION

CYBERCITY 3D INC

Attorney/Law Firm Details

Plaintiff Attorneys

COZEN O'CONNOR

DOOLEY NATHAN MOORE

Defendant Attorney

BARNEY SARAH JANE

 

Court Documents

Ex Parte Application

3/22/2019: Ex Parte Application

Minute Order

3/25/2019: Minute Order

Unknown

3/27/2019: Unknown

Unknown

3/27/2019: Unknown

Minute Order

3/27/2019: Minute Order

Unknown

3/27/2019: Unknown

Ex Parte Application

4/24/2019: Ex Parte Application

Minute Order

4/25/2019: Minute Order

Unknown

4/25/2019: Unknown

Unknown

4/25/2019: Unknown

 

Docket Entries

  • 04/25/2019
  • at 08:30 AM in Department M; Hearing on Ex Parte Application (for Entry of Stipulated Judgment) - Held

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  • 04/25/2019
  • Minute Order ( (Hearing on Ex Parte Application for Entry of Stipulated Judgment)); Filed by Clerk

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  • 04/25/2019
  • Certificate of Mailing for (Minute Order (Hearing on Ex Parte Application for Entry of Stipulated Judgment) of 04/25/2019); Filed by Clerk

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  • 04/25/2019
  • Stipulated Judgment; Filed by Jeremy Volger (Plaintiff)

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  • 04/24/2019
  • Ex Parte Application (For Entry of Stipulated Judgment; Memorandum of Points and Authorities; Verified Declaration of Nathan Dooley); Filed by Jeremy Volger (Plaintiff)

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  • 03/27/2019
  • at 09:30 AM in Department M; Nunc Pro Tunc Order

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  • 03/27/2019
  • at 09:00 AM in Department M; Ex-Parte Proceedings (Application for Entry of Stipulated Judgment) - Held - Motion Granted

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  • 03/27/2019
  • Certificate of Mailing for (Minute Order (Ex-Parte Proceedings Application for Entry of Stipulated Judg...) of 03/27/2019); Filed by Clerk

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  • 03/27/2019
  • Minute Order ( (Nunc Pro Tunc Order)); Filed by Clerk

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  • 03/27/2019
  • Stipulated Judgment; Filed by Jeremy Volger (Plaintiff)

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35 More Docket Entries
  • 12/01/2016
  • at 08:30 AM in Department M; Court Order - Held

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  • 12/01/2016
  • Minute order entered: 2016-12-01 00:00:00; Filed by Clerk

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  • 11/22/2016
  • Case Management Statement; Filed by Jeremy Volger (Plaintiff)

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  • 09/09/2016
  • at 08:30 AM in Department M; (OSC-RE Other (Miscellaneous); Off Calendar) -

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  • 07/18/2016
  • Answer; Filed by Cybercity 3D, Inc (Defendant)

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  • 05/27/2016
  • Proof of Service (not Summons and Complaint); Filed by Jeremy Volger (Plaintiff)

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  • 05/26/2016
  • OSC-RE Other (Miscellaneous); Filed by Clerk

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  • 05/18/2016
  • Summons; Filed by Plaintiff

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  • 05/18/2016
  • Notice of Case Management Conference; Filed by Clerk

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  • 05/18/2016
  • Complaint; Filed by Jeremy Volger (Plaintiff)

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Tentative Rulings

Case Number: YC071331    Hearing Date: October 08, 2020    Dept: B

LOS ANGELES SUPERIOR COURT – SOUTHWEST DISTRICT

Honorable Gary Y. Tanaka

Department B

Thursday – October 8, 2020

Calendar No. 9

PROCEEDINGS

Jeremy Vogler v. Cybercity 3D, Inc., et al.

YC071331

  1. Jeremy Vogler’s Motion to Amend Judgment

TENTATIVE RULING

Jeremy Vogler’s Motion to Amend Judgment is granted.

A court has inherent power to use “all the means necessary” to carry its jurisdiction into effect. CCP § 187. This inherent authority includes amending a judgment against a corporation to add a nonparty alter ego as a judgment debtor. Hall, Goodhue, Haisley & Barker, Inc. v. Marconi Conference Ctr. Board (1996) 41 Cal.App.4th 1551, 1554-55. The reasoning is based on the theory that the court is not amending the judgment to add a new defendant but is merely inserting the correct name of the real defendant. “Such a procedure is … appropriate … where it can be demonstrated that [newly proposed debtors] in their capacity as alter ego of the corporation … in fact had control of the previous litigation, and thus were virtually represented in the lawsuit.” NEC Electronics, Inc. v. Hurt (1989) 208 Cal.App.3d 772, 778.

“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 ownership between the corporation and its equitable owner that the separate personalities of the corporation and the shareholder do not in reality exist. Second, there must be an inequitable result if the acts in question are treated as those of the corporation alone.” Sonora Diamond Corp. v. Superior Court (2000) 83 Cal.App 4th 523, 538.

Among the factors to be considered in applying the alter ego doctrine are commingling of funds and other assets of the two entities, the holding 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 employees, and use of one as a mere shell or conduit for the affairs of the other. See Id. at 538-539. Other factors include inadequate capitalization, disregard of corporate formalities, lack of segregation of corporate records, and identical directors and officers. See Id. at 539. No one characteristic governs. The courts must look at the totality of the circumstances to determine whether the doctrine should be applied. See Id.

“The decision to grant an amendment in such circumstances lies in the sound discretion of the trial court. ‘The greatest liberality is to be encouraged in the allowance of such amendments in order to see that justice is done.’” Greenspan v. LADT, LLC (2010) 191 Cal.App.4th 486, 508.

In addition to adding a new party as a judgment debtor on an alter ego theory, the party may be named as a judgment debtor on a theory that it is merely a successor corporation acting as a mere continuation of the debtor. “It is well settled that when a corporation is used by an individual or individuals, or by another corporation, to perpetrate a fraud, circumvent a statute, or accomplish some other wrongful or inequitable purpose, a court may disregard the corporate entity and treat the acts as if they were done by the individuals themselves or by the controlling corporation ... the court will disregard the 'fiction' of corporate entity[.]” McClellan v. Northridge Park Townhome Owners Ass'n, Inc. (2001) 89 Cal.App.4th 746, 752–753. “[I]f a corporation organizes another corporation with practically the same shareholders and directors, transfers all the assets but does not pay all the first corporation's debts, and continues to carry on the same business, the separate entities may be disregarded and the new corporation held liable for the obligations of the old. . . . The general rule is where one corporation sells or transfers all of its assets to another corporation, the latter is not liable for the debts and liabilities of the former unless (1) the purchaser expressly or impliedly agrees to such assumption, (2) the transaction amounts to a consolidation or merger of the two corporations, (3) the purchasing corporation is merely a continuation of the selling corporation, or (4) the transaction is entered into fraudulently to escape liability for debts.” Id. at 753. “Corporations cannot escape liability by a mere change of name or a shift of assets when and where it is shown that the new corporation is, in reality, but a continuation of the old. Especially is this well settled when actual fraud or the rights of creditors are involved, under which circumstances the courts uniformly hold the new corporation liable for the debts of the former corporation.” Id. at 753-54.

Plaintiff moves to amend the judgment to add EdgyGeo, Inc. (“EdgyGeo”) as a judgment debtor. Plaintiff alleges that EdgyGeo is the alter ego and/or successor of the current judgment debtor, CyberCity 3D, Inc.

Plaintiff submitted competent evidence to support a finding that EdgyGeo is the alter ego of judgment debtor or a mere continuation of the judgment debtor. Plaintiff provided the following facts:

Plaintiff conducted a judgment debtor examination of the CEO of judgment debtor, Kevin DeVito (“DeVito”). According to DeVito, CyberCity sold its assets, their 3D modeling files, and a software license to EdgyGeo for $325,000, but, only a fraction of this amount has been paid to date. (Decl., Nathan Dooley, Ex. D, 13:17-27.). EdgyGeo is a software company that manages data sources using a 3D visualization information cloud-based software. (Id. at p. 14:10-13.) DeVito is also the CEO and a ten percent shareholder of Edgy Geo. (Id. at 14:14-21). DeVito runs EdgyGeo with Peter Ding who was also a former employee of CyberCity. (Id. at 10:10-13.) EdgyGeo and CyberCity operate out of the same location, 3848 West Carson Street, Suite 320, Torrance, CA 90503, and share many of the same customers. (Id at p. 25:1-8.) EdgyGeo is offering essentially the same services to its customers that CyberCity did with an updated business model. (Id. at 13:17-15:14; 26:9-27:28). According to EdgyGeo’s Board Minutes, Greg Golden, CyberCity’s Chief Financial Officer (“CFO”) and accountant, is also a director of EdgyGeo. (Dooley Decl., Ex. E, at p. 62.)

The foregoing evidence establishes that EdgyGeo is a mere continuation of the judgment debtor offering essentially the same services and run by the same individuals. An examination of the factors set forth above in Sonora Diamond Corp. v. Superior Court (2000) 83 Cal.App 4th 523 support a finding of alter ego liability. The evidence listed above shows that EdgyGeo and CyberCity have commingled their assets. EdgyGeo and CyberCity have the same offices and employees. EdgyGeo and CyberCity have the same officers and directors. EdgyGeo is a shell or conduit for CyberCity. EdgyGeo is clearly “so organized and controlled, and its affairs are so conducted, to make it merely an instrumentality, agency, conduit, or adjunct” of CyberCity. Las Palmas Associates v. Las Palmas Center Associates (1992) 235 Cal.App.3d 1220, 1249.

The evidence listed above also supports a finding that EdgyGeo is the successor of CyberCity. “The general rule is where one corporation sells or transfers all of its assets to another corporation, the latter is not liable for the debts and liabilities of the former unless (1) the purchaser expressly or impliedly agrees to such assumption, (2) the transaction amounts to a consolidation or merger of the two corporations, (3) the purchasing corporation is merely a continuation of the selling corporation, or (4) the transaction is entered into fraudulently to escape liability for debts.” McClellan v. Northridge Park Townhome Owners Ass'n, Inc. (2001) 89 Cal.App.4th 746, 753. “Corporations cannot escape liability by a mere change of name or a shift of assets when and where it is shown that the new corporation is, in reality, but a continuation of the old. Especially is this well settled when actual fraud or the rights of creditors are involved, under which circumstances the courts uniformly hold the new corporation liable for the debts of the former corporation.” Id. at 753-54. Here, the evidence supports a finding that the purchasing company is merely a continuation of the selling corporation.

Thus, Plaintiff has met his burden of proof, by a preponderance of the evidence standard, to establish that the alleged alter ego should be added as a judgment debtor. Wollersheim v. Church of Scientology (1999) 69 Cal.App.4th 1012, 1014. Plaintiff’s motion to amend judgment is granted.

Plaintiff is ordered to give notice of this ruling.