This case was last updated from Los Angeles County Superior Courts on 07/20/2019 at 00:52:52 (UTC).

ESPLANADE PRODUCTIONS INC VS THE WALT DISNEY COMPANY ET AL

Case Summary

On 02/13/2018 ESPLANADE PRODUCTIONS INC filed a Contract - Other Contract lawsuit against THE WALT DISNEY COMPANY. This case was filed in Los Angeles County Superior Courts, Stanley Mosk Courthouse located in Los Angeles, California. The Judge overseeing this case is RANDOLPH M. HAMMOCK. The case status is Pending - Other Pending.

Case Details Parties Documents Dockets

 

Case Details

  • Case Number:

    ****3809

  • Filing Date:

    02/13/2018

  • Case Status:

    Pending - Other Pending

  • Case Type:

    Contract - Other Contract

  • County, State:

    Los Angeles, California

Judge Details

Presiding Judge

RANDOLPH M. HAMMOCK

 

Party Details

Petitioner and Plaintiff

ESPLANADE PRODUCTIONS INC

Respondents and Defendants

DISNEY ENTERPRISES INC

DISNEY BOO GROUP LLC

THE WALT DISNEY COMPANY

DISNEY CONSUMER PRODUCTS INC

WALT DISNEY PICTURES

BUENA VISTA HOME ENTERTAINMENT INC

DISNEY CONSUMER PRODUCTS AND INTERACTIVE

ABC INC

DISNEY SHOPPING INC.

DISNEY INTERACTIVE STUDIOS INC.

BUENA VISTA BOOKS INC.

DOES 1-10 INCLUSIVE

DISNEY STORE USA LLC

DISNEY BOOK GROUP LLC

Attorney/Law Firm Details

Petitioner and Plaintiff Attorney

GANS GARY E. ESQ.

Respondent and Defendant Attorney

O'MELVENY & MYERS LAW OFFICES OF

 

Court Documents

CASE MANAGEMENT STATEMENT

6/6/2018: CASE MANAGEMENT STATEMENT

DECLARATION OF AARON PERAHIA IN SUPPORT OF PLAINTIFF ESPLANADE PRODUCTIONS, INC.'S REQUEST FOR JUDICIAL NOTICE

6/8/2018: DECLARATION OF AARON PERAHIA IN SUPPORT OF PLAINTIFF ESPLANADE PRODUCTIONS, INC.'S REQUEST FOR JUDICIAL NOTICE

PLAINTIFF ESPLANADE PRODUCTIONS, INC.'S REQUEST FOR JUDICIAL NOTICE

6/8/2018: PLAINTIFF ESPLANADE PRODUCTIONS, INC.'S REQUEST FOR JUDICIAL NOTICE

PLAINTIFF ESPLANADE PRODUCTIONS, INC.'S OPPOSITION TO DEMURRER OF DEFENDANTS

6/8/2018: PLAINTIFF ESPLANADE PRODUCTIONS, INC.'S OPPOSITION TO DEMURRER OF DEFENDANTS

PLAINTIFF ESPLANADE PRODUCTIONS, INC.'S OPPOSITION TO DEFENDANTS' REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF DEFENDANTS' DEMURRER

6/8/2018: PLAINTIFF ESPLANADE PRODUCTIONS, INC.'S OPPOSITION TO DEFENDANTS' REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF DEFENDANTS' DEMURRER

PROOF OF SERVICE

6/8/2018: PROOF OF SERVICE

DEFENDANTS' REPLY IN SUPPORT OF DEMURRER TO PLAINTIFF'S COMPLAINT

6/14/2018: DEFENDANTS' REPLY IN SUPPORT OF DEMURRER TO PLAINTIFF'S COMPLAINT

REPLY IN SUPPORT OF DEFENDANTS' REQUEST FOR JUDICIAL NOTICE

6/14/2018: REPLY IN SUPPORT OF DEFENDANTS' REQUEST FOR JUDICIAL NOTICE

PROOF OF SERVICE

6/14/2018: PROOF OF SERVICE

DEFENDANTS' PARTIAL OPPOSITION TO PLAINTIFF ESPLANADE PRODUCTION, INC.'S REQUEST FOR JUDICIAL NOTICE

6/14/2018: DEFENDANTS' PARTIAL OPPOSITION TO PLAINTIFF ESPLANADE PRODUCTION, INC.'S REQUEST FOR JUDICIAL NOTICE

REPLY DECLARATION OF CRAIG P. BLOOM IN SUPPORT OF DEFENDANTS' REQUEST FOR JUDICIAL NOTICE

6/14/2018: REPLY DECLARATION OF CRAIG P. BLOOM IN SUPPORT OF DEFENDANTS' REQUEST FOR JUDICIAL NOTICE

Minute Order

6/19/2018: Minute Order

ORDER RE SUPPLEMENTAL BRIEFS

6/19/2018: ORDER RE SUPPLEMENTAL BRIEFS

SUPPLEMENTAL MEMORANDUM OF LAW IN SUPPORT OF DEFENDANTS' DEMURRER TO PLAINTIFF'S COMPLAINT

7/30/2018: SUPPLEMENTAL MEMORANDUM OF LAW IN SUPPORT OF DEFENDANTS' DEMURRER TO PLAINTIFF'S COMPLAINT

PLAINTIFF ESPLANADE PRODUCTIONS, INC.'S SUPPLEMENTAL BRIEF IN OPPOSITION TO DEMURRER OF DEFENDANTS

8/13/2018: PLAINTIFF ESPLANADE PRODUCTIONS, INC.'S SUPPLEMENTAL BRIEF IN OPPOSITION TO DEMURRER OF DEFENDANTS

SUPPLEMENTAL REPLY MEMORANDUM OF LAW IN SUPPORT OF DEFENDANTS' DEMURRER TO PLAINTIFF'S COMPLAINT

8/22/2018: SUPPLEMENTAL REPLY MEMORANDUM OF LAW IN SUPPORT OF DEFENDANTS' DEMURRER TO PLAINTIFF'S COMPLAINT

Minute Order

9/5/2018: Minute Order

DISCLOSURE

9/5/2018: DISCLOSURE

40 More Documents Available

 

Docket Entries

  • 12/19/2018
  • Stipulation and Protective Order - Confidential and Highly Confidential Designations - signed by Judge Lyons; Filed by Esplanade Productions, INc (Plaintiff)

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  • 10/02/2018
  • Notice of Ruling

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  • 10/02/2018
  • NOTICE OF RULING

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  • 09/17/2018
  • Answer; Filed by The Walt Disney Company (Defendant); Disney Enterprises, Inc (Defendant); Walt Disney Pictures (Defendant) et al.

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  • 09/17/2018
  • DEFENDANTS' ANSWER TO PLAINTIFF'S UNVERIFIED COMPLAINT

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  • 09/11/2018
  • at 2:00 PM in Department 20; Nunc Pro Tunc Order (Nunc Pro Tunc Order; Court makes order) -

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  • 09/11/2018
  • Minute Order

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  • 09/11/2018
  • Minute order entered: 2018-09-11 00:00:00; Filed by Clerk

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  • 09/11/2018
  • Receipt; Filed by Esplanade Productions, INc (Plaintiff)

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  • 09/11/2018
  • CIVIL DEPOSIT

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74 More Docket Entries
  • 03/22/2018
  • JOINT STIPULATION FOR EXTENSION OF TIME

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  • 03/22/2018
  • Stipulation; Filed by Defendant/Respondent

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  • 03/08/2018
  • at 08:30 AM in Department 47; Non-Appearance Case Review (Non-Appearance (Case Review); Transferred to different departmnt) -

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  • 03/08/2018
  • Minute order entered: 2018-03-08 00:00:00; Filed by Clerk

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  • 03/08/2018
  • Minute Order

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  • 03/01/2018
  • Notice of Case Management Conference; Filed by Clerk

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  • 03/01/2018
  • NOTICE OF CASE MANAGEMENT CONFERENCE

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  • 02/27/2018
  • Plaintiff's Peremptory Challenge Pursuant to Cal. Code Civil Procedure Section 170.6; and Declaration of Shahin Rezvani - against the Honorable Randolph Hammock, Dept. 47; Filed by Esplanade Productions, INc (Plaintiff)

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  • 02/27/2018
  • PLAINTIFF'S PEREMPTORY CHALLENGE PURSUANT TO CAL. CODE CIV. P. SECTION 170.6; ETC.

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  • 02/13/2018
  • Complaint; Filed by Esplanade Productions, INc (Plaintiff)

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Tentative Rulings

Case Number: BC693809    Hearing Date: May 27, 2021    Dept: 20

Tentative Ruling

Judge Kevin C. Brazile

Department 20


Date: Thursday, May 27, 2021

Case Name: Esplanade Productions, Inc. v. The Walt Disney Company, et al.

Case No.: BC693808

Motion: Summary Judgment

Moving Party: Defendants TWDC et al.

Responding Party: Plaintiff Esplanade

Notice: OK


Ruling: The Motion for Summary Judgment is GRANTED.

Defendants to give notice.

If counsel do not submit on the tentative, they are strongly encouraged to appear by LA Court Connect rather than in person in view of the COVID-19 pandemic.


BACKGROUND

On February 13, 2018, Plaintiff Esplanade Productions, Inc. filed a Complaint against Defendants The Walt Disney Company (“TWDC”), Disney Enterprises, Inc., Walt Disney Pictures (“WDP”), ABC, Inc., Buena Vista Home Entertainment, Inc., Disney Consumer Products, Inc., Disney Consumer Products and Interactive Media, Inc., Disney Book Group, LLC, Buena Vista Books, Inc., Disney Interactive Studios, Inc., Disney Store USA, LLC, Disney Shopping, Inc., and unnamed Does, stating claims for breach of implied-in-fact contract, breach of confidence, unfair competition, alleging that in creating the film Zootopia, Defendants had copied and used materials created by Esplanade’s CEO, Gary Goldman, without permission.

On December 24, 2020, Defendants TWDC, WDP, Disney Enterprises, ABC, Buena Vista Home Entertainment, Disney Consumer Products, Disney Consumer Products and Interactive Media, Disney Book Group, Buena Vista Books, Disney Interactive Studio, Disney Store USA, and Disney Shopping (hereinafter “Defendants”) filed a Motion for Summary Judgment.

On March 18, 2021, Esplanade filed an Opposition.

On March 26, 2021, Defendants filed a Reply.

On April 6, 2021, the Court authorized the filing of a Sur-Reply by Esplanade.

DISCUSSION

Applicable Law

Summary judgment is proper when the moving party is entitled to judgment as a matter of law and there are no triable issues of material fact. (CCP sec. 473c(c).) In analyzing such motions, courts must apply a three-step analysis: “(1) identify the issues framed by the pleadings; (2) determine whether the moving party has negated the opponent’s claims; and (3) determine whether the opposition has demonstrated the existence of a triable, material factual issue.” (Hinesley v. Oakshade Town Center (2005) 135 Cal.App.4th 289, 294.) The moving party must satisfy the initial burden of proof by presenting facts to negate or establish an essential element of each claim at issue. (Scalf v. D. B. Log Homes, Inc. (2005) 128 Cal.App.4th 1510, 1520.) Courts “liberally construe the evidence in support of the party opposing summary judgment and resolve doubts concerning the evidence in favor of that party.” (Dore v. Arnold Worldwide, Inc. (2006) 39 Cal.4th 384, 389.)

Once the moving party has met its burden, the burden shifts to the opposing party to show via specific facts that a triable issue of material fact exists. (CCP § 437c(o)(2).) “Materiality is measured by the law applicable to the legal theories put in issue by the complaint [or petition].” (Panattoni v. Superior Court (1988) 203 Cal.App.3d 1092, 1094.) Factual issues are immaterial if they are “outside the scope of the pleadings.” (AARTS Production, Inc. v. Crocker National Bank (1986) 176 Cal.App.3d 1601, 1065.) The trial court “can find a triable issue of material fact ‘if, and only if, the evidence would allow a reasonable trier of fact to find the underlying fact in favor of the party opposing the motion in accordance with the applicable standard of proof.’” (Falcon v. Long Beach Genetics, Inc. (2014) 224 Cal.App.4th 1263, 1271 (quoting King v. United Parcel Service, Inc. (2007) 152 Cal.App.4th 426, 433.))

Application to Facts

Here, Defendants seek summary judgment of the causes of action for breach of implied-in-fact contract, breach of confidence, and unfair competition. All three claims are based on allegations that Defendants improperly used materials pitched by Gary Goldman to create the title of the film Zootopia. As Defendants are moving for summary judgment, Defendants bear the burden of “negat[ing] . . . an essential element of each claim at issue” or establishing an affirmative defense. (Scalf, supra, 128 Cal.App.4th at 1520.) Defendants assert two arguments as to all three claims: (1) that Plaintiff failed to establish an inference of use of his materials because Byron Howard lacked access and (2) that the weight of uncontradicted evidence shows the Zootopia title was independently created by Howard.

“In an idea submission case such as this, to prevail on a cause of action for breach of implied-in-fact contract, the plaintiffs must show (1) they clearly conditioned the submission of their ideas on an obligation to pay for any use of their ideas; (2) the defendants, knowing this condition before the plaintiffs disclosed the ideas, voluntarily accepted the submission of the ideas; and (3) the defendants found the ideas valuable and actually used them — that is, the defendants based their work substantially on the plaintiffs' ideas, rather than on their own ideas or ideas from other sources.” (Spinner v. American Broadcasting Companies, Inc. (2013) 215 Cal.App.4th 172, 184; Mann v. Columbia Pictures, Inc. (1982) 128 Cal.App.3d 628, 646-647.) As plaintiffs often lack “direct evidence of use”, plaintiffs “may raise an inference of use by showing [1] the defendants had access to their ideas and [2] the defendants' work is substantially similar to the plaintiffs' ideas.” (Id. at 184-85.)

However, the inference of use can be rebutted by “evidence that conclusively demonstrates the defendants independently created their product.” (Id. at 185.) The burden of establishing independent creation is steep, requiring “‘clear, positive, uncontradicted [evidence] of such a nature that it cannot rationally be disbelieved’” such that the “inference of use is dispelled as a matter of law.” (Id.) Generally, the independent creation defense is established by “sworn statements of the creators and contemporaneous correspondence documenting the creation process” where there is no evidence controverting the creators’ corroborated account. (Id. at 193 (plaintiff presented no contradictory “evidence that LOST was not created in the manner described” by the creators.)) Evidence of independent creation cannot be rebutted by evidence of access and substantial similarity, which merely “raise an inference of use [which] may be dispelled as a matter of law” by the evidence of independent creation. (Id.) “That is, even if evidence of access and substantial similarity exists, it does not contradict [the creator’s] evidence per se, but merely gives rise to an opposing inference, which [has been] dispelled.” (Id.)

Inference of Use

The inference of use is established by evidence of (1) access to the plaintiff’s ideas and (2) substantial similarity between the defendant’s work and the plaintiff’s idea. Defendants’ Motion indicates they do not focus on the issue of substantial similarity. (Motion, p. 13 fn. 8 (“This motion does not address the issue of substantial similarity.”)) The Court therefore treats the issue of substantial similarity as established and focuses on access. Defendants seek to introduce evidence showing Howard lacked access to Plaintiff’s pitch, undermining the inference of use.

“Access means that the defendants had an opportunity to view or to copy the plaintiffs' work.” (Spinner, supra, 215 Cal.App.4th at 186.) “More than a ‘bare possibility’ of access is required”—it is insufficient to show mere “corporate receipt” of the plaintiff’s idea. (Id.) “When there is no direct evidence of access, the defendants must have had a ‘reasonable possibility’ to view the plaintiffs' work, which must be based on more than mere speculation.” (Id.) Essentially, the possibility of access must be more than theoretical—there must be “a sufficiently strong nexus between the intermediary to whom the plaintiffs submitted their work and the creator of the allegedly offending work.” (Id. (emphasis added))

The “fact that [the intermediary and creator] share a common employer” does not establish a reasonable nexus. (Id.) But the nexus “may be sufficiently strong when the intermediary was in a position to transmit the plaintiffs' work to the creator, was a supervisor with responsibility for the creator's work, was part of the same work unit, was a contributor of creative ideas or material to the creator's work, or was otherwise in contact with the creator regarding some subject matter that overlapped with the plaintiffs' work.” (Id.) Fundamentally, a reasonable possibility of access is established by evidence the intermediary and copier “occup[ied] positions such that it is natural for one to impart information to the other.” (Id. at 187.)

Defendants argue there is no nexus between the creator of the Zootopia title, Byron Howard, and the intermediary receiving Plaintiff’s pitch for Looney in 2009, Brigham Taylor.[1] Defendants point to the following undisputed facts: (1) Taylor only met Howard briefly in 2016, seven years after the Looney pitch (UMF 29); (2) Taylor did not supervise the work of Howard or any other Zootopia creators (UMF 28); and (3) Taylor “made no contributions to any aspect of the creation, development, and production of Zootopia, including its title” (UMF 24).

On that basis, Defendants argue the materials pitched to Taylor were not reasonably accessible to the Zootopia creators, as there is not a “sufficiently strong nexus” between Taylor and the creators. (Spinner, supra, 215 Cal.App.4th at 186.) Taylor was never “in a position to transmit the plaintiffs' work to the creator”; was not “a supervisor with responsibility for the creator's work”; was not “part of the same work unit” or otherwise “a contributor of creative ideas or material to the creator's work”; and, significantly, Taylor was not in any contact with Howard until 2016. (Id. at 187.)

In response, Plaintiff appears to concede that Howard was not “in contact with [Taylor] regarding some subject matter that overlapped with the plaintiffs’ work.” Instead, Plaintiff argues it is improper to focus only on whether Howard had access to Plaintiff’s materials, arguing Zootopia was developed collaboratively such that it is only necessary to establish the creators in general had a reasonable possibility of access. However, Plaintiff’s argument is not supported by case law. As discussed above, Spinner held that a “reasonable possibility of access” by the allegedly infringing creator requires a sufficiently strong relationship between the creator and intermediary “such that it is natural for one to impart information to the other,” for example, where the intermediary is supervising the creator or “part of the same work unit.” (Spinner, supra, 215 Cal.App.4th at 187.)

The Spinner court was referring to relationships between individuals, not relationships between corporate entities or between an individual and a corporate entity. (See also id. at 186(“The relationship linking the intermediary and the creator should be more than the simple fact that they share a common employer.”)) That is why “[b]are ‘corporate receipt’ of the plaintiffs’ work” does not demonstrate access—despite a corporate entity’s receipt of ideas, any infringing use and copying is ultimately performed by individuals accessing the submitted ideas, and the claim hinges on the individuals’ use of and access to the idea. (Id. (“the nexus between the people to whom Spinner submitted his work and the actual creators of LOST does not remotely approach strong.”)) Hence, it is not sufficient for Plaintiff to speculate other Zootopia creators may have had access to the idea merely because it was submitted to WDP by Taylor. There is no nexus shown between Taylor and the creators or between any creator and any other intermediary—as discussed below. (Id. (nexus is weakened where “purported nexus involves several potential intermediaries and several areas of speculation”))

Next, Plaintiff argues it is improper to focus on the creators of Zootopia only to the extent they were involved in Zootopia. Plaintiff argues contact between an intermediary and creator regarding “some subject matter that overlapped with the plaintiffs’ work” could be established by interactions between Taylor and the creators in the context of “other Disney film projects on which Taylor and the Zootopia creators were involved—as their involvement in such ‘overlapp[ing]’ subject matter put Taylor ‘in a position to transmit the plaintiffs’ work to the creator,’ and shows that Taylor and the Zootopia creators ‘occupy positions such that it is natural for one to impart information to the other.’” (Opposition, p. 19 Spinner, supra, 215 Cal.App.4th at 186-87.)

In particular, Plaintiff focuses on the John Carter movie project and the interactions between Taylor, Stanton, Morris and Lasseter as part of a “brain trust” for Pixar. (AUMF 38.) Plaintiff argues these parties exchanged creative "ideas and comments" regarding several movie projects, including John Carter, Magic Kingdom, and Tron Legacy during the “brain trust” meetings. (AUMF 39-40.) Relying on Howard's deposition testimony, Plaintiff indicates Lasseter was the "ultimate decision maker with respect to creative elements" of Zootopia and claims Howard "had a 'ten-minute,' unscheduled discussion with Lasseter, in private, in a hallway, about Howard's list of proposed titles” wherein Lasseter approved the “Zootopia” title. (AUMF 71.) Based on the brain trust meetings, Plaintiff argues (1) Lasseter may have had access to the title from Taylor and (2) Lasseter could have transmitted it to the creators of Zootopia given his involvement in the project.

However, the only evidence that the brain trust addressed Zootopia at all is the deposition testimony of Jennifer Lee, who indicated that Stanton provided comments regarding Zootopia at a meeting. There is no indication that the parties discussed the title of the film or that Taylor offered any information. There is further no indication that Lasseter (the “ultimate decision maker” for Zootopia) received any information concerning the “Zootopia” title during these meetings, or any information from the Looney pitch. There is no evidence that Stanton was in contact with the Zootopia creators, unlike Lasseter. As a result, Plaintiff’s assertions that (1) Taylor may have relayed information concerning the “Zootopia” title to Lasseter, Stanton and Morris in these brain trust meetings and (2) that the Zootopia creators may have had access to this information through Lasseter, Stanton or Morris. There is no evidence supporting either prong of this argument.

In turn, Plaintiff argues access can be established even if Taylor did not pass on the pitch materials to the Zootopia creators. Plaintiff points out the “only remaining actionable similarity relates to the word ‘Zootopia’” used as a film title, and so argues Taylor could have given the Zootopia creators access by “utter[ing] the word ‘Zootopia’ in a momentary conversation,” arguing a mere title can be “transmitted quickly, casually, or even inadvertently.” However, Plaintiff cites no evidence in the record that Taylor did so transmit it to the creators of the title. “An issue of fact can only be created by a conflict of evidence,” not “by ‘speculation, conjecture, imagination or guess work” or by “mere possibilities.” (Spinner, supra, 215 Cal.App.4th at 183.) Moreover, the mere utterance of the phrase “Zootopia” without any further context would not demonstrate even a possibility of access to Plaintiff’s ideas—there would be no logical nexus between Taylor’s use of the phrase in conversation and the later use of “Zootopia” as a title.

Based on the foregoing, the Court finds Defendants have introduced substantial evidence showing no nexus between Taylor and Howard or the other Zootopia creators. Plaintiff’s responsive arguments and evidence are insufficient as a matter of law to establish an inference of use or a triable issue of fact as to use. However, as discussed below, Defendants have also introduced evidence establishing independent creation—which would “dispel” the inference of use even if that inference were established.

Evidence of Independent Creation

Independent creation is an affirmative “defense to an idea submission lawsuit.” (Spinner, supra, 215 Cal.App.4th at 189; Teich v. General Mills, Inc. (1959) 170 Cal.App.2d 791, 803 (“[D]oes proof that there was no copying of plaintiff's product make a complete defense, although the thing actually used by defendant was closely similar to the one which plaintiff had presented to it? The authorities require an affirmative answer.”); accord Hollywood Screentest of America, Inc. v. NBC Universal, Inc. (2007) 151 Cal.App.4th 636, 646-650.) The defense requires “evidence that conclusively demonstrates the defendants independently created their product,” typically characterized as evidence which is “‘clear, positive, uncontradicted and of such a nature that it cannot rationally be disbelieved.’” (Spinner, supra, 215 Cal.App.4th at 185; Teich, supra, 170 Cal.App.2d at 800-802.) Where such evidence is provided by the defendant, “it is appropriate to grant summary judgment on the plaintiffs' implied-in-fact contract claim on the ground that the use element has been negated by uncontroverted evidence of independent creation.” (Id.)

In Teich, a seminal independent creation case, the Court of Appeal affirmed a grant of judgment notwithstanding the verdict in favor of the defendant after the plaintiff prevailed in a jury trial on his idea submission claim. (Teich, supra, 170 Cal.App.2d at 806.) The appellate court found the plaintiff had established an inference of use, but that this inference was “dispelled” as a matter of law by “conclusive and uncontradicted evidence” of independent creation. (Id. at 800-802; see Spinner, supra, 215 Cal.App.4th at 190.) Specifically, the defendant introduced “testimony from three witnesses that an advertising agency had conceived of the idea and had contacted [defendant’s Minneapolis office] (without disclosing any details of the product) several weeks before [plaintiff] first contacted” the defendant’s manager in San Francisco. (Spinner, supra, at 190.) Further, there was “documentary evidence of correspondence showing that, while the advertising agency eventually disclosed the details of its product in Minneapolis nine days after [plaintiff’s] meeting with the manager in San Francisco, the agency had been developing its product well before [plaintiff] first contacted” the defendant. (Id.) The Court of Appeal affirmed the trial court’s holding that the inference of use was dispelled by evidence of independent creation. (Id.)

Here, Defendants have introduced evidence that the Zootopia title was created by Howard without access to the Looney pitch. (See Howard Decl., para. 6-9; Perahia Decl., Ex. OO; Bloom Decl., Exh. E at 37:7-38:5, 223:19-242:15; Exh. F at 216:1-226:22; Exh. G at 74:24-88:14; 173:18-184:20.) Plaintiff disputes that Howard created the Zootopia title, whether independently or by copying, though Plaintiff does not identify a purported creator other than Howard. Instead, Plaintiff argues Howard’s testimony and the list of titles are incompetent to establish independent creation. Plaintiff argues there is no documentary evidence corroborating Howard’s allegation that he came up with the title “Zootopia” during a “brainstorming” session. Plaintiff also contends WDP expressed interest in using the Zootopia title before Howard allegedly came up with it. Generally, Plaintiff does not rely on conflicting evidence, arguing Howard’s story is not credible (and so could be “rationally disbelieved”) and is insufficiently corroborated. (Opposition, p. 22-23.)

But a triable “issue of fact can only be created by a conflict of evidence.” (Spinner, supra, 215 Cal.App.4th at 183.) A triable issue cannot be “created by ‘speculation, conjecture, imagination or guess work’” or “by ‘cryptic, broadly phrased, and conclusory assertions' [citation], or mere possibilities.’” (Id.) Rather, a triable issue of fact exists only if “the evidence would allow a reasonable juror to find the underlying fact in favor of the party opposing summary judgment” where there is a conflict in the evidence. (Id.) Like in Hollywood Screentest, supra, Plaintiff “points to no evidence that [a creator of Zootopia] actually used” its idea for the title, merely relying on the evidence of substantial similarity and possibility of access. This is insufficient—“an inference of use sufficient to challenge [the] ‘clear, positive and uncontradicted evidence’ of independent creation may not be” based on speculation, and so a mere inference of use cannot create an issue of fact in the face of uncontradicted evidence of independent creation. (See Spinner, supra, 215 Cal.App.4th at 193-194 (rejecting “other arguments not based on allegedly conflicting evidence” which attacked “the quality or competency of ABC's evidence”))

Further, the uncontroverted evidence submitted is competent to establish independent creation. Howard’s testimony, while self-interested, is obviously relevant to the creation of the Zootopia title. In Spinner, the plaintiff argued “the ‘self-serving declarations’ of interested witnesses . . . [could not] establish independent creation as a matter of law.” The Spinner court found this unpersuasive as it “would be odd indeed if [the claimed creators of LOST] were not key witnesses in this lawsuit,” further noting that courts often relied on the declarations of interested “witnesses in finding independent creation as a matter of law.” (Id. at 194.)

Besides arguing Howard’s testimony is self-interested, Plaintiff argues Howard’s account is not corroborated. (Opposition, p. 21 (citing Wrench LLC v. Taco Bell Corp. (6th Cir. 2001) 256 F.3d 446, 459-60 (“the district court found that testimony from Taco Bell’s interested witnesses on the question of independent creation, by itself, was insufficient to support summary judgment”); CCP sec. 437c(e) (authorizing denial of summary judgment “if the only proof of a material fact offered in support of the summary judgment is an affidavit or declaration made by an individual who was the sole witness to that fact.”))) The Court does not agree, however—there are records of meetings wherein Howard was directed to prepare a new title (Perahia Decl., Ex. OO) and presented the new title (Howard Decl., Exh. CC; Bloom Decl., Exh. E at 243:17-245:15; Exh. G at 85:22-88:14).

Plaintiff argues, in the Sur-Reply, that Defendants wrongly failed to produce in discovery certain native metadata for the document containing the list of titles and that the Court should not rely on that evidence in granting summary judgment. The Court is not relying on the metadata where there is other documentary evidence corroborating Howard’s account. Plaintiff's argument that summary judgment should be denied because "questions remain unanswered" concerning the metadata fails for two reasons.

First, Plaintiff has not shown any discovery misconduct in failing to produce this metadata (e.g. that it was responsive to some propounded discovery request but failed to be produced), particularly where the parties have resolved their disputes concerning metadata discovery in court. Second, there is simply no conflicting evidence of independent creation to create a triable issue of fact. Concerns regarding the credibility of witnesses are not generally a ground to deny summary judgment unless a material fact is proved solely by the declaration of a sole witness. (CCP sec. 437c(e) (“If a party is otherwise entitled to summary judgment pursuant to this section, summary judgment shall not be denied on grounds of credibility or for want of cross-examination of witnesses furnishing affidavits or declarations in support of the summary judgment, except that summary judgment may be denied in the discretion of the court if the only proof of a material fact offered in support of the summary judgment is an affidavit or declaration made by an individual who was the sole witness to that fact”)) As discussed above, there is corroborating evidence for Howard’s declaration; therefore, the material fact of independent creation is not established solely by a “declaration made by an individual who was the sole witness.” As a result, the Court rejects Plaintiff’s argument that summary judgment should be denied because the metadata undermines Howard’s credibility—particularly where there is no direct conflict between the metadata concerning editing and his testimony.[2]

Plaintiff also argues the evidence of independent creation must be weighed against Plaintiff's evidence of substantial similarity and possibility of access. This argument is unsupported by case law. Evidence of access and substantial similarity does not contradict evidence of independent creation—rather, evidence of access and substantial similarity merely establish an inference of use which is negated by uncontroverted evidence of independent creation. (Spinner, supra, 215 Cal.App.4th at 193 (“even if evidence of access and substantial similarity exists, it does not contradict [the creator’s] evidence per se, but merely gives rise to an opposing inference, which [has been] dispelled.”)) After all, “similarities that do not result from copying are ‘similarities without legal significance.’” (Id.) It is therefore irrelevant whether there are substantial similarities where affirmative evidence demonstrates the similarities were not the result of copying, i.e., were the result of an independent process. (Id. (“an issue of fact regarding substantial similarity is not necessarily sufficient to overcome summary judgment when the defendants show as a matter of law that they independently created their product.”))

For the foregoing reasons, the Court concludes Defendants have produced evidence negating the element of use. The Motion for Summary Judgment is GRANTED, including as to the so-called Ancillary Defendants. It is “not dispute[d] that the evidence [Plaintiff] has obtained does not establish privity of contract between Esplanade and the Ancillary Defendants.” IInstead, Plaintiff argues the Ancillary Defendants should not be dismissed “because Esplanade’s third cause of action against them . . . for violation of California’s Unfair Competition Law (UCL) . . . remains viable.” Plaintiff does not argue the UCL claim against the Ancillary Defendants would logically survive summary judgment on the breach claims; rather, Plaintiff argues Defendants have not demonstrated that summary judgment is appropriate on Esplanade’s causes of action for breach” and thus have “not shown that Esplanade’s UCL claim fails either.” For the reasons set forth above, the breach claims (and derivative UCL claim) do fail, and the grant of summary judgment is proper as to the UCL claim against the Ancillary Defendants.

CONCLUSION

The Motion for Summary Judgment is GRANTED.

Defendants to give notice.

If counsel do not submit on the tentative, they are strongly encouraged to appear by LA Court Connect rather than in person in view of the COVID-19 pandemic.


[1] Defendants also argue there is no nexus between Howard and the intermediaries that received Plaintiff’s Looney pitch in 2000—David Hoberman and Nicki Reed. Plaintiff does not contend there is evidence establishing a triable issue of fact concerning Howard’s access to materials through Hoberman and/or Reed, arguing only that there is a triable issue of access arising from Howard and Taylor’s interactions. (Opposition, p. 8 fn. 2 (“Disney also references pitches Goldman made to other persons associated with Disney in 2000 (Nikki Reed and David Hoberman). Because evidence of Goldman’s pitch to Taylor is sufficient to show a triable issue regarding access, Esplanade focuses on that pitch for this motion.”)) For purposes of this Motion, there is thus no dispute that Defendants’ actual or possible access to the materials did not arise from Hoberman or Reed.

[2] As an example, Plaintiff contends the six-minute editing time reflected undermines the credibility of Howard’s estimate that the drafting took “an hour or less,” even though these are not conflicting and Howard’s deposition as taken several years after the session. Plaintiff also argues the metadata undermines the credibility of Stanton and Lasseter’s testimony that they received a printed copy of the title list, though this would not create a triable issue of fact as to independent creation, again merely raising an issue of credibility.

Case Number: BC693809    Hearing Date: February 19, 2021    Dept: 20

Tentative Ruling

Judge Kevin C. Brazile

Department 20


Hearing Date: Tuesday, February 19, 2021

Case Name: Esplanade Productions, Inc. v. The Walt Disney Company et al.

Case No.: BC693809

Motion: Compel Further Responses; Seal

Moving Parties: Plaintiff Esplanade (Compel); Defendants TWDC et al. (Seal)

Responding Party: Defendants TWDC et al. (Compel); UNOPPOSED (Seal)

Notice: OK


Ruling: The Motion to Compel is DENIED as to RFPs 84, 89, and 93 and Special Interrogatories 49, 61, and 62 to the extent the parties’ disputes over those discovery requests were not resolved as set forth in the Joint Statement.

The Motion to Seal is GRANTED IN PART as to Exhibits A, B-AA, and CC to the Howard Declaration. The Motion is DENIED IN PART as to Exhibit DD to the Howard Declaration.

Defendants to give notice.

If counsel do not submit on the tentative, they are strongly encouraged to appear remotely by LA Court Connect rather than in person.


BACKGROUND

 

On February 13, 2018, Plaintiff Esplanade Productions, Inc. filed a Complaint against Defendants The Walt Disney Company, Disney Enterprises, Inc., Walt Disney Pictures, ABC, Inc., Buena Vista Home Entertainment, Inc., Disney Consumer Products, Inc., Disney Consumer Products and Interactive Media, Inc., Disney Book Group, LLC, Buena Vista Books, Inc., Disney Interactive Studios, Inc., Disney Store USA, LLC, Disney Shopping, Inc., and unnamed Does, stating claims for breach of implied-in-fact contract, breach of confidence, unfair competition, alleging that in creating the film Zootopia, Defendants had copied and used materials created by Esplanade’s CEO, Gary Goldman, without permission.

On December 24, 2020, Defendants TWDC, Disney Enterprises, Walt Disney Pictures, ABC, Buena Vista Home Entertainment, Disney Consumer Products, Disney Consumer Products and Interactive Media, Disney Book Group, Buena Vista Books, Disney Interactive Studio, Disney Store USA, and Disney Shopping (hereinafter “Defendants”) filed a Motion for Summary Judgment. Defendants also filed a Motion to Seal certain exhibits concurrently filed in support of the Motion for Summary Judgment.

On January 7, 2021, Esplanade filed a Motion to Compel Further Responses to Requests for Production and Interrogatories from Defendants.

On January 20, 2021, Defendants filed an Opposition to the Motion to Compel.

On January 26, 2021, Esplanade filed a Reply in support of the Motion to Compel.

On February 2, 2021, the Court continued the hearing on the Motion to Compel to February 19, 2021.

On February 16, 2021, Esplanade filed a Notice of Partial Withdrawal of, and Joint Statement re:, the Motion to Compel Responses. Esplanade withdrew the Motion as to Requests for Production nos. 59, 60, 61, 78, 79, 80, 81, and 90 and Special Interrogatories nos. 55, 56, and 57. The parties “narrowed their dispute[s]” as to Special Interrogatories nos. 49, 61 and 62, and Requests for Production nos. 84, 89, and 93. Esplanade also indicated that it would withdraw Requests for Production nos. 63, 64, 65, 66, 67, 68, 69, 71, 72, 73, 74, 75, and 76 “subject to finalization” of an updated schedule and court approval for further discovery regarding damages.

 

DISCUSSION

Motion to Compel

Applicable Law

A motion to compel further responses to interrogatories may be made when: “(1) An answer to a particular interrogatory is evasive or incomplete; (2) An exercise of the option to produce documents under Section 2030.230 is unwarranted or the required specification of those documents is inadequate; [or] (3) An objection to an interrogatory is without merit or too general.” (CCP sec. 2030.300(a)) A motion to compel further must be accompanied by either a separate statement or “concise outline of the discovery request and each response in dispute, and a supporting declaration showing the moving party made a good faith attempt to meet and confer before filing the motion. (CCP sec. 2030.300(b)) “[I]f a timely motion to compel has been filed, the burden is on responding party to justify any objection.”  (Fairmont Ins. Co. v. Superior Court (2000) 22 Cal.4th 245, 255.)

A motion to compel further responses to requests for production must be supported by “specific facts showing good cause justifying the discovery sought,” and a supporting declaration showing the moving party made a good faith attempt to meet and confer before filing the motion. (CCP sec. 2031.310(b)) “To establish good cause, a discovery proponent must identify a disputed fact that is of consequence in the action and explain how the discovery sought will tend in reason to prove or disprove that fact or lead to other evidence that will tend to prove or disprove the fact.” (Digital Music News, LLC v. Superior Court (2014) 226 Cal.App.4th 216, 224) “[I]f a timely motion to compel has been filed, the burden is on responding party to justify any objection.”  (Fairmont, supra, 22 Cal.4th at 255.)

Application to Facts

Esplanade sought to compel further responses to Requests for Production (RFP) nos. 49, 59-61, 63-81, 84, 89, 90, 93, 97, and 98, as well as Special Interrogatories 55, 56, 57, 61, and 62. In its Reply, Esplanade withdrew its Motion as to RFPs 70, 77, 97, and 98 and confirmed that RFPs 82 and 83 were never at issue. (Reply, p. 2, fn. 1 (“Thus, to confirm, RFPs 70, 77, 82, 83, 97, and 98 are not at issue in this motion.”)) Further, in the Notice of Withdrawal and Joint Statement, Esplanade withdrew its motion as to RFPs 59, 60, 61, 78, 79, 80, 81, and 90 and Special Interrogatories 55, 56, and 57. Therefore, only RFPs 63, 64, 65, 66, 67, 68, 69, 71, 72, 73, 74, 75, 76, 84, 89, and 93 and only Special Interrogatories 49, 61 and 62 are at issue. As discussed further below, Esplanade has indicated it is willing to withdraw the Motion (without prejudice) as to RFPs 63-69 and 71-76 subject to certain conditions. Therefore, the Court first discusses RFPs 84, 89, and 93 as well as Special Interrogatories 49, 61, and 62.

 

External Materials Received by Disney (Special Interrogatories 61-62, RFP 84)

Special Interrogatory 61 seeks “all written materials containing ideas for a motion picture or other creative work (including treatments, outlines or screenplays) that Walt Disney Animation Studios received from any source external . . .  between 2000 and 2016, including but not limited to any writing samples received from or on behalf of potential candidates to assist in writing motion pictures produced by Walt Disney Animation Studios.” Special Interrogatory 62 seeks “all instances in which Walt Disney Animation Studios acquired rights in any external material . . . for use in a motion picture between 2000 and 2016, including by describing the material that was acquired, identifying the source of the material, and stating the terms of the acquisition.” RFP 84 seeks “DOCUMENTS sufficient to IDENTIFY and describe all instances in which Walt Disney Animation Studios acquired rights in any external material (meaning originating outside the Walt Disney Animation Studios) for use in a motion picture between 2000 and 2016, including all contracts or agreements relating to the acquisition of such material.” (Bonfigli Decl., Ex. A (Second Set of Requests for Production.))

The parties’ Joint Statement indicates they have “narrowed their dispute regarding these discovery requests to the question of which portions of Walt Disney Animation Studios’ submission log . . . should be produced.” Defendants “offered to produce the following from the WDAS submission log: (i) entries from December 2000, when Mr. Goldman alleges to have met with David Hoberman of Mandeville Films; (ii) entries from February 2009, when Mr. Goldman alleges to have met with Brigham Taylor; and (iii) the entries identified in paragraphs 7(a)-(e) and 8(a)-(b) of Jessica Julius’s December 15, 2020 declaration.” In turn, Esplanade requested Defendants “produce the entire log, and at minimum the entries identified above as well as entries for January-May 2001 and March-July 2009.” The parties also continued to “disagree whether Esplanade’s principals, Gary and Judith Goldman, may view those documents subject to the protections of the Stipulated Protective Order in this action, or whether they should be designated and treated as ‘Attorney’s Eyes Only.’”

Even with the narrowing above, the request for the entire submission log is overbroad. There is nothing which would restrict discovery to matters relevant to the development of Zootopia. Esplanade argues this discovery is relevant to “test” Disney’s argument that Disney Animation “generally does not accept external submissions or acquire outside materials,” but even if Esplanade established that Disney sometimes does accept external submissions, this would not show or even suggest that Disney accepted external submissions of Zootopia content. Therefore, the Motion is DENIED insofar as Esplanade seeks “the entire log” without limitation.

However, the Court has no briefing from the parties on (1) the bases for compelling production of “entries for January-May 2001 and March-July 2009” or (2) whether the produced documents “should be designated and treated as ‘Attorney’s Eyes Only.’” The Court is therefore unable to assess those points in this tentative and will discuss further at the hearing.

Communications Re: Zootopia Development (Special Interrogatory 49, RFP 89)

RFP 89 seeks communications from 2009 to 2016 between Brigham Taylor and “any PERSON involved in the development of the DISNEY ZOOTOPIA.” Special Interrogatory 49 seeks to have Defendants “IDENTIFY and DESCRIBE all interactions of a professional nature (meaning any interaction that involved in any manner any actual or potential business activities, projects, personnel, relationships, functions, events or anything else relating in any way to any Disney entity) between any PERSON who was involved in the development of the DISNEY ZOOTOPIA, on the one hand, and Brigham Taylor, on the other hand, between 2006 and 2016.” The parties’ Joint Statement indicates they “have narrowed their dispute” by “limit[ing] it to communications between Brigham Taylor and certain specified persons who worked on Disney’s Zootopia during a specified time period.” The parties continue to “disagree regarding whether Defendants’ searches for those communications should be further limited by subject matter” and Defendants maintain that they need not respond to Special Interrogatory 49.

The Motion is DENIED as to RFP 89 and Special Interrogatory 49 to the extent the subject matter of the communications sought extends beyond the development of Zootopia. The basis for the request is speculative, suggesting that communications from other Disney projects may be relevant because Taylor might have transmitted Goldman’s Zootopia ideas in “other projects” such as Tron Legacy and John Carter. (Reply, p. 7.) Esplanade has not given any reason to think that Zootopia ideas made it into or affected those other films. By extension, Esplanade has not shown a reasonable possibility that Taylor’s communications regarding these films would show access to Goldman’s Zootopia materials. While fishing expeditions are permissible in discovery, there must be some reasonable nexus between the issues and the discovery sought, and the nexus is too weak here given the lack of any subject matter restriction. It is unclear to the Court whether “professional interactions” is a broader term than “communications,” and therefore unclear whether Special Interrogatory 49 imposes a greater burden than RFP 89. To the extent it does, the Motion is DENIED as to Special Interrogatory 49 because Esplanade has not shown good cause for discovery beyond those communications with relevant persons regarding relevant subject matter.

Zootopia Artwork (RFP 93)

Esplanade contends Disney should be compelled to produce documents in response to RFP 93, which seeks documents from between 2009 and 2016 “that constitute any visual material reproduced in ‘The Art of Zootopia,’ including all digital image layers and electronic meta-data.” Disney has not produced documents in response; Esplanade contends Disney should be required to provide this material, “including all digital image ‘layers’ and electronic meta-data” resulting from the director’s use of a Cintiq digital art tablet in producing artwork for the film. Esplanade intends to have its experts “opine on the likelihood that Mr. Howard and others used Mr. Goldman’s character artwork for the purposes of developing the character artwork for Disney Zootopia.” (Motion, p. 13.) 1. The parties’ Joint Statement indicates they still disagree whether a response is required; “Esplanade has proposed to narrow this Request so that it calls for the production of the digital files, including metadata, associated with the artwork relating to Disney’s Zootopia film that appears on 14 specific pages in the ‘Art of Zootopia’ book” while “Defendants disagree that Zootopia artwork is relevant” at all.

Disney argued this discovery is irrelevant because the Court “has already determined there are no similarities between non-title elements, including dialogue and artwork” in its September 5, 2018 ruling. In response, Esplanade argues Disney makes too much of this ruling and that it held only that the alleged similarities are non-actionable, not irrelevant. The Court rejects this argument—the conclusion that the artwork and dialogue are not substantially similar, including the rejection of Esplanade’s arguments as to the “elephant” line and “anyone can be anything” theme, renders those purported similarities irrelevant. There is no basis for further discovery to support already-rejected arguments, particularly where there are no grounds given to think the artbook discovery would alter the outcome of that analysis. Rather, Esplanade is setting the stage to relitigate a resolved issue. The Motion is DENIED as to RFP 93 as good cause has not been shown to compel a further response.

Discovery Re: Damages (RFPs 63-69 and 71-76)

Esplanade also sought to compel further responses to various requests for production and interrogatories concerning damages, but the parties have now “agreed that Esplanade will withdraw its Motion without prejudice as to . . . [RFP] Nos. 63-69 and 71-76 . . . subject to finalization of an agreed-upon schedule and the Court’s approval that the parties may continue to pursue discovery relating to damages issues . . . following the resolution of Defendants’ pending motion for summary judgment.” This is consistent with the Court’s observation in a prior tentative that “an unfavorable ruling for Esplanade on Disney’s motion for summary judgment may obviate the need for discovery regarding damages.” The Court will further discuss this issue with the parties at the hearing, as well as “the schedule for completion of damages discovery” and the potential extension of “expert disclosure and expert discovery deadlines” until after resolution of the Motion for Summary Judgment.

Motion to Seal

Applicable Law

In NBC Subsidiary (KNBC-TV), Inc. v. Superior Court (1999) 20 Cal. 4th 1178, the Supreme Court identified factors that a trial court must “expressly find” satisfied before ordering records sealed. (Id. at 1217-18; CRC 2.550(d).) The court must find “that (i) there exists an overriding interest supporting closure and/or sealing; (ii) there is a substantial probability that the interest will be prejudiced absent closure and/or sealing; (iii) the proposed closure and/or sealing is narrowly tailored to serve the overriding interest; and (iv) there is no less restrictive means of achieving the overriding interest.” (Id.) Similarly, CRC 2.550(d) provides the Court “court may order that a record be filed under seal only if it expressly finds facts that establish: (1) There exists an overriding interest that overcomes the right of public access to the record; (2) The overriding interest supports sealing the record; (3) A substantial probability exists that the overriding interest will be prejudiced if the record is not sealed;(4) The proposed sealing is narrowly tailored; and (5) No less restrictive means exist to achieve the overriding interest.”

Application to Facts

The Court notes at the outset that the Motion is unopposed by Esplanade. Defendants seek to seal exhibits “describ[ing] in detail the creation and development of Zootopia from inception to the motion picture’s release on March 4, 2016.” The exhibits consist of “Howard’s 2001 treatment reflecting one of his early concepts involving anthropomorphic animated animal characters,” “meeting notes that reflect and contain details of various ideas and concepts that were discussed during Disney Animation’s creation and development of Zootopia,” and “the final script for Zootopia.” Defendants contend the exhibits “contain non-public, confidential, sensitive, and proprietary information about Disney Animation’s process for creating and developing animated motion pictures,” and accordingly each exhibit is designated as “confidential” or “highly confidential” under the parties’ Protective Order.

The Protective Order entered December 19, 2018 authorizes the parties to designate documents produced in discovery as “Confidential” or “Highly Confidential.” A party “shall have the right to designate as ‘Highly Confidential’ only the non-public Documents, Testimony, or Information that the Designating Party in good faith believes would create a substantial risk of serious financial or other injury, if Disclosed to another Party or non-Party, and that such risk cannot be avoided by less restrictive means.” (Protective Order, para. 2.) “Where any Confidential Materials or Highly Confidential Materials, or Information derived therefrom, is included in any motion or other proceeding governed by [CRC] Rules 2.550 and 2.551, the Parties . . . shall follow those rules.” (Id., para. 18.)

Defendants argue that “Disney Animation has an overriding interest in maintaining the confidentiality of the Confidential Exhibits, which reflect and disclose its creative development process.” Courts have recognized an overriding interest in the confidentiality of proprietary business materials which may “overcome the right of public access to the record.” The Supreme Court noted courts’ “refus[al] to permit their files to serve as . . . sources of business information that might harm a litigant's competitive standing.” (Nixon v. Warner Communications, Inc. (1978) 435 U.S. 589, 598; see In re Adobe Systems, Inc. Securities Litigation (N.D. Cal. 1992) 141 F.R.D. 155, 162 (recognizing “parties’ legitimate expectation that confidential business information . ..  will not be publicly disseminated.”)) Such an interest would clearly “support sealing” said documents. Therefore, the first two factors of CRC 2.550(d) are satisfied.

The third factor, “substantial probability of prejudice,” also supports sealing the meeting notes. Public disclosure “to Disney Animation’s competitors . . . would [give] insight into the studio’s strategy and methods for the creative development of its films” as well as “reveal the creative development of other concepts and ideas which . . . may one day become the inspiration for other animated motion pictures.” In effect, by perusing the meeting notes, a competitor would be able to discern Disney Animation’s internal methods for discerning which ideas should be used or not used and for what purposes, affording insight into Disney Animation’s views of the animation market generally and its own business interests. Further, there may be substantive ideas in the notes which Disney intends to use later (though such ideas are not identified). At a minimum, the procedural information could be used to Disney Animation’s competitive disadvantage. (See Julius Decl., para. 3.) Public disclosure of Howard’s treatment for Disney Animation could also have adverse competitive effects to the extent competitors could draw out the artistic ideas therein; sealing avoids uncertainty as to whether competitors relied upon materials generated for Disney Animation in new projects. However, it is entirely unclear why public disclosure of the Zootopia final script would be prejudicial given that the Zootopia film is itself publicly available.  

Next, Defendants argue there is no less restrictive means of protecting this information and that the request to seal is narrowly tailored to “a small number of exhibits” filed in support of summary judgment. As noted, it is unclear to the Court why the Zootopia script needs to be sealed; Defendants have not explained how disclosure of the final script, which has already been converted into the public film, would now be prejudicial. Therefore, the Court finds the proposed sealing is not entirely narrowly tailored to those documents which would prejudice Defendants if disclosed publicly.

The Court is guided by Universal City Studios, Inc. v. Superior Court (2003) 110 Cal.App.4th 1273, wherein the parties sought to seal “20 pages of financial and accounting data.” The Court of Appeal explained that on the facts before it, it “[o]rdinarily . . . would conclude [that] the financial information involves confidential matters relating to the business operations of defendant; public revelation of these matters would interfere with its ability to effectively compete in the marketplace both here in this country and overseas; if made available to the public, there is a substantial probability that their revelation would prejudice the foregoing legitimate interests of defendant; an order sealing these 20 pages . . . is narrowly tailored; and other than sealing, no less restrictive means exists to protect defendant's legitimate proprietary interests.” (Id. at 1286.) However, the information sought to be sealed had already been disclosed publicly in several court filings. (Id.)

By contrast here, the information sought to be sealed has not been publicly disclosed (to the Court’s knowledge). (See Julius Decl., para. 3 (“To my knowledge, these documents have not been publicly disclosed outside of Disney Animation, which treats and maintains them as confidential and proprietary.”)) The Court finds the exhibits above, particularly the meeting notes and Howard’s “treatment,” convey “confidential matters relating to the business operations” of Disney Animation. The “public revelation of these matters would interfere with its ability” to fairly compete in the marketplace, as competitors would have access to both Disney Animation’s methods and practices (as indirectly conveyed by the meeting notes) and substantive ideas that may be used in future projects (as reflected in the treatment and meeting notes). Disney Animation is, of course, a powerhouse firm in the animation industry; the Court does not think disclosure would render it unable to “effectively” compete here, but it would clearly “harm [Disney Animation’s” competitive standing. (Nixon, supra, at 598.) As discussed above, the sealing is narrowly tailored insofar as it encompasses the treatment and meeting notes, but not insofar as it covers the final script, as Defendants have not explained how any prejudice would ensue from disclosure of the latter, which is arguably public to some degree.

The Motion to Seal is GRANTED IN PART as to Exhibits A, B-AA, and CC to the Howard Declaration. The Motion is DENIED IN PART as to Exhibit DD to the Howard Declaration.

CONCLUSION

The Motion to Compel is DENIED as to RFPs 84, 89, and 93 and Special Interrogatories 49, 61, and 62 to the extent the parties’ disputes over those discovery requests were not resolved as set forth in the Joint Statement.

The Motion to Seal is GRANTED IN PART as to Exhibits A, B-AA, and CC to the Howard Declaration. The Motion is DENIED IN PART as to Exhibit DD to the Howard Declaration.

Defendants to give notice.

If counsel do not submit on the tentative, they are strongly encouraged to appear remotely by LA Court Connect rather than in person.

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