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This case was last updated from Los Angeles County Superior Courts on 06/18/2019 at 22:59:24 (UTC).

PK4 MEDIA, INC. VS. FRESH DIGITAL GROUP

Case Summary

On 01/17/2017 PK4 MEDIA, INC filed a Contract - Other Contract lawsuit against FRESH DIGITAL GROUP. 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 Dockets

 

Case Details

  • Case Number:

    ****1807

  • Filing Date:

    01/17/2017

  • 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

PK4 MEDIA INC.

Defendants

DOES 1-50 INCLUSIVE

FRESH DIGITAL GROUP

Attorney/Law Firm Details

Plaintiff Attorneys

PHIL J. MONTOYA JR.

HAWKINS PARNELL THACKSTON & YOUNG LLP

Court Documents

Court documents are not available for this case.

 

Docket Entries

  • 11/29/2017
  • at 08:30 AM in Department M; Unknown Event Type - Held

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  • 11/29/2017
  • Judgment; Filed by PK4 MEDIA, INC. (Plaintiff)

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  • 11/07/2017
  • at 08:33 AM in Department M; Hearing on Motion to Enforce Settlement (Motion - Enforce Settlement; Continued by Court) -

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  • 11/02/2017
  • at 08:30 AM in Department M; Hearing on Motion to Enforce Settlement - Held - Motion Granted

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  • 10/23/2017
  • at 08:33 AM in Department M; Hearing on Motion to Enforce Settlement (Motion - Enforce Settlement; Advanced to a Previous Date) -

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  • 10/13/2017
  • Request; Filed by PK4 MEDIA, INC. (Plaintiff)

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  • 10/02/2017
  • at 08:33 AM in Department M; Hearing on Motion to Enforce Settlement - Held - Continued

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  • 08/14/2017
  • Notice; Filed by PK4 MEDIA, INC. (Plaintiff)

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  • 07/12/2017
  • Notice of Motion; Filed by PK4 MEDIA, INC. (Plaintiff)

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  • 04/25/2017
  • at 08:30 AM in Department M; Court Order - Held

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3 More Docket Entries
  • 04/19/2017
  • Summary; Filed by PK4 MEDIA, INC. (Plaintiff)

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  • 04/19/2017
  • Partial Dismissal(not entire case); Filed by PK4 MEDIA, INC. (Plaintiff)

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  • 04/19/2017
  • Request for Entry of Default / Judgment; Filed by PK4 MEDIA, INC. (Plaintiff)

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  • 04/14/2017
  • at 08:30 AM in Department M; (OSC-RE Other (Miscellaneous); Off Calendar) -

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  • 03/16/2017
  • Default Entered; Filed by PK4 MEDIA, INC. (Plaintiff)

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  • 02/09/2017
  • Proof of Service (not Summons and Complaint); Filed by PK4 MEDIA, INC. (Plaintiff)

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  • 01/25/2017
  • OSC-RE Other (Miscellaneous); Filed by Clerk

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  • 01/17/2017
  • Notice of Case Management Conference; Filed by Clerk

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  • 01/17/2017
  • Complaint; Filed by PK4 MEDIA, INC. (Plaintiff)

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  • 01/17/2017
  • Summons; Filed by PK4 MEDIA, INC. (Plaintiff)

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Tentative Rulings

Case Number: YC071807    Hearing Date: November 20, 2020    Dept: B

LOS ANGELES SUPERIOR COURT – SOUTHWEST DISTRICT

Honorable Gary Y. Tanaka

Department B

Friday – November 20, 2020

Calendar No. 6

PROCEEDINGS

PK4 Media, Inc. v. Fresh Digital Group, et al.

YC071807

1. PK4 Media, Inc.’s Motion to Amend Judgment

TENTATIVE RULING

PK4 Media, Inc.’s Motion to Amend Judgment is 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 Fresh Digital, Inc. as an additional judgment debtor. Plaintiff alleges that Fresh Digital, Inc. is the alter ego of Defendant/Judgment Debtor Fresh Digital Group. Plaintiff submitted adequate evidence to support a finding that Fresh Digital, Inc. is the alter ego and/or continuation of judgment debtor.

Plaintiff submitted evidence to show that, despite doing business with Plaintiff as “Fresh Digital Group,” its actual corporate name was “Fresh Digital, Inc.” Plaintiff provided evidence to show the unity of interests between the entities and the commingling of funds. For example, judgment debtor issued a check, which was declined for insufficient funds, with the name of Fresh Digital Inc. (Decl., Tom Alexander, ¶¶ 7-12.)

Thus, Plaintiff has met its 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. Therefore, the judgment is hereby amended to state as judgment debtor: “Fresh Digital, Inc.”

Plaintiff is ordered to give notice of this ruling.

Case Number: YC071807    Hearing Date: September 11, 2020    Dept: B

LOS ANGELES SUPERIOR COURT – SOUTHWEST DISTRICT

Honorable Gary Y. Tanaka

Department B

Friday – Sept. 11, 2020

Calendar No. 9

PROCEEDINGS

PK4 Media, Inc. v. Fresh Digital Group, et al.

YC071802

  1. PK4 Media, Inc.’s Motion to Amend Judgment

TENTATIVE RULING

PK4 Media, Inc.’s Motion to Amend Judgment is denied without prejudice.

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 Fresh Digital, Inc. as an additional judgment debtor. Plaintiff alleges that Fresh Digital, Inc. is the alter ego of Defendant/Judgment Debtor Fresh Digital Group. First, the Court notes that contrary to the declaration of Phil J. Montoya, the Delaware Department of State, Division of Corporations Entity Detail for “Fresh Digital, Inc.” was not attached as Exhibit B. The Court does, however, take judicial notice of its own file which indicates that this exhibit was previously filed by Plaintiff on May 20, 2020. Nevertheless, the motion is denied without prejudice on the ground Plaintiff submitted no competent evidence to support a finding that Fresh Digital, Inc. is the alter ego of judgment debtor or a mere continuation of the judgment debtor. No evidence whatsoever was submitted other than the mere conclusion of Plaintiff’s counsel.

Thus, Plaintiff has failed to meet its 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 is ordered to give notice of this ruling.

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