Rubric for Final Paper
Criteria
Excellent
Facts of the All relevant facts of
Case
the case included in
detail.
Issues of
Law
Court’s
Analysis &
Ruling
Good
Most relevant facts of
the case included in
detail or all relevant
facts, but without
detail
Most issues of law
identified.
Most of the court’s
analysis of the legal
issues are set forth
with some detail and
incorporating some
of the relevant facts
and law, and the
court’s final ruling is
included.
Fair
Poor
Some relevant facts Limited relevant facts
of the case included. of the case included,
or facts set out were
irrelevant to case.
No credit*
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All issues of law
Some issues of law Few issues of law
No issues of law
identified.
identified.
identified.
identified.
The court’s analysis
Some of the court’s Limited portions of
None of the court’s
of each legal issue
analysis of the legal the court’s analysis
analysis of the
in the case is fully
issues is included
of the legal issues
legal issues is
and separately set
with some relevant
are included and/or
included and the
forth in detail
facts and law, and
the court’s final ruling court’s final ruling
incorporating the
the court’s final
is not included.
is not included.
relevant facts and
ruling is included.
law, and the court’s
final ruling is
included.
Opinion of The author’s opinion The author’s opinion The author’s opinion The author’s opinion The author’s
Ruling
of the court’s
of the court’s
of the court’s
of the court’s
opinion of the
analysis of each
analysis of most legal analysis of some
analysis of one legal court’s analysis is
legal issue and final issues and final
legal issues and
issue and the court’s not included.
ruling is set forth in
ruling is set forth with final ruling is set
ruling is set forth with
great detail and with some detail, support, forth with limited
no detail, support,
substantial support
and analysis.
detail, support, and
and analysis.
and analysis.
analysis.
Points
120
90
60
30
0
*No credit will be given for the Final Paper if the student has not completed the Academic Honesty quiz with the minimum score
when the Final Paper is submitted. If any student commits plagiarism or any other form of academic dishonesty is discovered, that
student will receive a failing grade in this class.
Gillis v. Warner Bros. Home Entm’t. Inc. (Cal. App., 2012)
JASON GILLIS, Plaintiff and Appellant,
v.
WARNER BROS. HOME
ENTERTAINMENT INC., Defendant
and Respondent.
issues of material fact exist, and the trial court
erred in denying him a continuance to
complete discovery. We affirm.
FACTS
A. Plaintiff’s Employment by Warner
Bros.
B231922
COURT OF APPEAL OF THE STATE OF
CALIFORNIA SECOND APPELLATE
DISTRICT DIVISION SEVEN
In August 1999, plaintiff was hired by
Warner Home Video (WHV) as an analyst in
the Credit and Customer Operations
Department (CCO). The CCO manages WHV’s
receivables from the sale of home videos to
large retail outlets. When he was hired,
plaintiff signed a document acknowledging
that he was an at-will employee.
Dated: November 20, 2012
NOT TO BE PUBLISHED IN THE
OFFICIAL REPORTS
California Rules of Court, rule
8.1115(a), prohibits courts and parties
from citing or relying on opinions not
certified for publication or ordered
published, except as specified by rule
8.1115(b). This opinion has not been
certified for publication or ordered
published for purposes of rule 8.1115.
(Los Angeles
BC429905)
County
Super.
Ct.
Plaintiff was promoted several times and
ultimately was promoted to director in the
CCO in 2006. Plaintiff and another director,
Donald Mouck (Mouck), reported to CCO’s
executive director, Darryl Banks, who reported
to CCO’s vice president, Rohit Patel (Patel).
When Darryl Banks was transferred in
February 2007, plaintiff and Mouck reported
directly to Patel while a search was undertaken
for a new executive director. Patel hired a new
executive director in July 2007, Robert Lahr
(Lahr), and plaintiff and Mouck then reported
to Lahr.
No.
APPEAL from a judgment of the Superior
Court of Los Angeles County, Rita J. Miller,
Judge. Affirmed.
Law Offices of Victor L. George, Victor L.
George and Wayne C. Smith for Plaintiff and
Appellant.
As a director, plaintiff received increases
in his annual salary and bonuses every year,
approved by Patel. These continued through
2009.
Manatt, Phelps & Phillips, Esra Acikalin
Hudson, Joanna S. McCallum and Joanna H.
Sattler for Defendant and Respondent.
B. Warner Bros. Contracts with High
Radius
In 2006, WHV hired High Radius, a
software development company, to develop an
automated system to enable CCO to improve
efficiency and decrease errors. To enable High
Radius to tailor the system to WHV’s needs,
Patel provided High Radius
Page 2
INTRODUCTION
Plaintiff Jason Gillis appeals from a
summary judgment in favor of defendant
Warner Bros. Home Entertainment Inc.
(Warner Bros.) in his action for retaliation in
violation of public policy. He contends triable
Page 3
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Gillis v. Warner Bros. Home Entm’t. Inc. (Cal. App., 2012)
access to CCO’s personnel, customer websites
and accounts. High Radius signed a
nondisclosure agreement prior to being given
access, and Patel informed plaintiff of High
Radius’s agreement with WHV and
nondisclosure agreement.
conflicting
directives,
and
subordinates for his own mistakes.
blaming
In April 2007, plaintiff met with Shelly
Hance (Hance), Manager of Human Relations,
about Patel. One of the concerns he expressed
to her was that CCO staff was being used to
start up High Radius.
In 2007, CCO began implementing an
enterprise resource planning system, called
SAP, which would integrate all of its supply
chain processes into a single automated
system. High Radius had dispute management
software, Dispute Resolution Accelerator, that
was compatible with SAP. Patel recommended
that WHV contract with High Radius to
acquire the software.
Page 4
On June 28, 2007, plaintiff and Patel
attended a meeting with Enrique Carvajal
(Carvajal), Vice President of Human
Resources, regarding the issues plaintiff had
raised with Human Resources. Plaintiff sent
an email to HR on June 29, and it was
forwarded to Patel. Patel was disappointed
about his team’s lack of communication with
him. Plaintiff was dismayed to learn that his
email had been forwarded to Patel. 1
After conducting a competition analysis
and evaluating the software, Warner Bros.
Procurement Group concluded that High
Radius’s software was unique and unavailable
from other providers due to its compatibility
with SAP and its features which met WHV’s
requirements. The procurement group also
concluded that even though High Radius was
a relatively new company, the risk to Warner
Bros. would be relatively low because the cost
of the software was a very small portion of the
amount Warner Bros. was spending on
improvements to its global supply chain
functions. The procurement group approved
hiring High Radius to provide the software.
Patel met with plaintiff on July 10, 2007.
Patel said he wanted to go over an email
plaintiff had sent to HR, point by point, to
show plaintiff how he could have saved his
career at WHV. Patel was very angry that he
had been given a three-page write-up of issues
he needed to work on.
After the meeting, Patel took actions
which plaintiff interpreted as being retaliatory.
These included not providing training he had
promised to plaintiff, imposing short
deadlines for work and requiring plaintiff to do
work which plaintiff considered to be
unnecessary and a waste of time.
Warner Bros. and High Radius executed a
Master Software License Agreement and an
Independent Contractor Services Agreement
in mid-2007. Both contained confidentiality
and nondisclosure agreements.
Late on September 21, 2007, Patel sent an
email to Carvajal and Tony Rodriguez
indicating that plaintiff and Mouck had met
with Lahr after Patel left work for the evening.
Patel wrote that Lahr said “that he informed
[plaintiff and Mouck] of the vision [Patel had]
for the department and asked if they were on
board. [Lahr] said [plaintiff] was; but did not
comment on [Mouck]. I am going to use [Lahr]
as a filter to manage my requests in a timely
manner. [Lahr] is doing his best to handle the
C. Plaintiff’s Complaints to Human
Resources
In the spring and summer of 2007,
plaintiff began complaining to WHV’s Human
Resources (HR) department about Patel. He
complained that Patel was causing morale
problems by setting unrealistic deadlines,
imposing an excessive workload, giving
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Gillis v. Warner Bros. Home Entm’t. Inc. (Cal. App., 2012)
situation; but I can not [sic] run a department
that has staff on it that does not support the
long term vision.
Practice membership without giving plaintiff
advance notice.
D. Plaintiff’s Complaints to Employee
Relations and Legal Department
“I was also informed that [plaintiff] did go
to HR again, but I am unaware of the
circumstances. At our meeting several months
ago, we asked that the directors come to me
should they have any issues with me first. This
I thought would be courteous to the head of the
department; but what do I know? If his visit to
HR was related to me, then there is no trust
with [plaintiff] and it is beyond repair. I need
to send a message that if
Plaintiff also voiced concerns about High
Radius to the Employee Relations department
and members of the corporate legal
department. He was concerned that Patel
hired High Radius to develop a tool for
addressing returns; plaintiff believed this was
a bad business decision because CCO alre ady
had an effective tool for that. He also
complained that High Radius founder Sashi
Narahari used WHV resources to form the
company after a meeting with members of
CCO to outline CCO’s dispute resolution
processes. Plaintiff also expressed his belief
that High Radius was sharing WHV’s
processes with other companies. Plaintiff
believed that WHV could “potentially lose a
competitive advantage that [it] currently
hold[s] over other companies” if High Radius
Page 5
they are not on board, then they should not be
part of the department. I will require your
assistance as I will not tolerate this typ e of
behavior an[y] longer. [¶] [Lahr] and I have
worked with other key managers and they are
on board with the vision and any resistance
from the Directors will set the department
back many years.”
Page 6
Tony Rodriguez responded that he
supported Patel’s position and was “ready to
help HR make the right moves to get the CCO
team all rowing in the same direction. Don’t let
this get you down, we just need to get over this
challenge so you and [Lahr] can focus on the
positives and leverage your good players to
make the right contributions.” Rodriguez said
he would “make best efforts to join [Patel and
Carvajal] to begin next steps.”
sold software that it created as a result of its
relationship with WHV to WHV’s competitors.
Plaintiff told Employee Relations and
members of the legal department that he
believed Sashi Narahari had a brother,
Sreedhar Narahari, who worked for Warner
Bros. He also told them that Patel and Sashi
Narahari were friends. According to plaintiff,
during a CCO management meeting, Patel said
that he “should have Sashi throw a party for
CCO instead of taking my kickback.” Based on
this comment, plaintiff complained to
Employee Relations and members of the legal
department that Patel had a kickback
agreement with High Radius.
After this, Patel took actions which
plaintiff again considered to be retaliatory.
Patel stopped holding business council
meetings; plaintiff acknowledged, however,
that no one told him why business council
meetings had been canceled. When plaintiff
and Mouck made recommendations to hire
certain candidates, Patel did not follow those
recommendations and “hired a candidate on
his own without consulting [them].” Patel
removed plaintiff from the Community of
Plaintiff complained that when he
discussed with Patel the possibility of using
another company as an alternative to High
Radius, Patel agreed on condition that
Sreedhar Narahari sit in on the meeting as a
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Gillis v. Warner Bros. Home Entm’t. Inc. (Cal. App., 2012)
“mole.” Plaintiff also complained that when
WHV paid for Patel to attend credit industry
conferences, Patel spoke about High Radius.
. . .” He summarized his concerns as follows:
(1) “Have I fully met my obligation to the
company on this matter?” (2) “Confirmation
that sharing CCO process flows with Sashi in
Jan. 2006 was to be found in line with
Company policy?” (3) “Confirmation that
pitching High Radius processes developed by
WHV to competitors is OK per Company
policy.” He also sought clarification on
whether it was appropriate for Patel to provide
Sashi Narahari with CCO process flows prior
to the formation of High Radius, and whether
it was appropriate for Patel to pitch High
Radius to Warner Bros. competitors.
In written documents he submitted to
Employee Relations and the legal department
in early 2008, plaintiff wrote that he felt he
was “required to come forward with the
information that [he] passed along [about
High Radius] due to [his] signing Warner
Bros. Standards of Business Conduct, and
Warner Bros. Conflict of Interest documents.”
On February 21, he was notified that his
“concerns regarding HighRadius [sic] have
been forwarded
to
Leigh Chapman
(Chapman), Senior Vice President, Chief
Employment Counsel & Deputy General
Counsel.”
McNutt responded to plaintiff on July 31
that Warner Bros. “did a comprehensive and
thorough investigation and [is] satisfied that
the issues you raised have been resolved.”
McNutt reminded plaintiff that she told him
“that while there was an element of truth to
some of the allegations, not all of them were
true and we also did not find any misconduct,
injury or damage to the Company.” The
investigation found nothing inappropriate in
“the sharing of CCO process flows with High
Radius.” Rather, “it was necessary for this to
occur in order for High Radius to identify
information gaps and to design the
functionality for us that we needed. When
[Patel] was first dealing with Mr. Narahari, his
company was formed under a different name.
At the time the contracts were signed, the
name had changed to High Radius.
On July 21, 2008, plaintiff sent an email
to Chapman, with a cc to Stephanie McNutt
(McNutt), Vice President and Senior
Employment Counsel. Plaintiff thanked
Chapman and McNutt “for looking into the
High Radius situation, which appeared to
violate company policy . . . .” He stated that he
appreciated the fact Chapman told him that he
“did exactly what you would hope employees
would do in these situations with regard to
company compliance issues.” After reviewing
Chapman’s findings that he had a reason to
come forward based on what appeared to be
suspicious activity, but that there was nothing
inappropriate in the relationship between
Patel and Warner Bros., and Sashi Narahari
and High Radius, plaintiff stated: “I would like
to follow up briefly to make
“With respect to ‘pitching’ High Radius to
competitors, we advised you that it is fairly
common in most businesses when one
company has found a vendor who supplies a
superior product or service to recommend that
vendor to his or her counterparts at other
companies. We found that this is what [Patel]
may occasionally have done which is not
prohibited by any Company policy.” McNutt
reiterated that she appreciated his bringinghis
concerns to her attention and providing the
opportunity to investigate them, but the
Page 7
sure that I fully understood Warner Bros.
position on a couple of issues, and primarily to
confirm that I have fully met any obligation
that I have to Warner Bros. with regard to
Warner Bros. compliance policies, such as,
Conflicts of Interest, Ethical Business
Practices Agreement, Standards of Business
Conduct, Protecting Confidential Information,
or any other policy to which I am accountable.
Page 8
-4-
Gillis v. Warner Bros. Home Entm’t. Inc. (Cal. App., 2012)
investigation found no unlawful conduct or
violation of company policy. She also
reassured him that he had fulfilled his
obligations to Warner Bros.
retained to perform functions that would not
be outsourced and tried, using organizational
charts, to redesign the structure of the CCO. As
part of the redesigning process, the team
evaluated both supervisory and lower level
positions.
E. Plaintiff’s Termination
In 2008, Patel began introducing a
“process improvement” function in CCO. This
function examined systematic, repetitive
issues in processes and identified solutions to
remedy these issues.
Page 9
Prior to the redesign, CCO had 35 lower
level employees who reported to five
supervisors. Those five supervisors reported to
the two directors, plaintiff and Mouck, who
reported to the executive director, Lahr. As
part of the redesign, the ASP team determined
that it was unnecessary to have a layer of
management between the supervisors and the
executive director, and the director positions
could be eliminated.
Patel recommended that WHV hire
Claudia Daniel (Daniel), an auditor and
Warner Bros. employee involved in the
implementation of the SAP program, to lead
the process improvement function in CCO.
Daniel began working as the Director – Process
Improvement in October 2008. Some of
plaintiff’s responsibilities were transferred to
Daniel.
Using the redesigned organizational
structure, the ASP team made the
determination as to which employees would
perform the retained functions. The ASP team
eliminated 18 CCO positions, including
plaintiff’s. 2 Lahr and Daniel recommended
that plaintiff be terminated, and Patel
concurred. 3
At this same time, Warner Bros. was
working on an Alternative Sourcing Program
(ASP), in which Warner Bros. retained outside
consultants from CapGemini, a global
provider of technology, consulting and
outsourcing services. As part of the ASP
process, a team of Human Resources staff,
counsel from the legal department, and
CapGemini consultants, with input from Patel,
Lahr and Daniel, conducted a functional
analysis to determine whether certain CCO
functions could be outsourced to CapGemini.
On January 22, 2009, Lahr and Human
Resources representative Maria Huntsberry
informed plaintiff that his position had been
eliminated. When plaintiff arrived for work the
following Monday, he and two other CCO
employees were locked out of the building.
The functional analysis involved analyzing
the overall purpose of CCO and each of its
functions—as opposed to each position in
CCO—to determine which body of work could
be effectively outsourced. The body of work
that could be outsourced was characterized in
terms of full-time equivalent positions, i.e., if
it took 40 hours to perform a function or group
of functions, then one full-time equivalent
position could be outsourced.
At a meeting for all CCO employees on
January 27, Senior Officer David Hettlar
(Hettlar) said that no customer-facing jobs
would be affected by outsourcing. Plaintiff
asked why his job was affected, since it was 100
percent customer-facing. Hettlar said his
situation was different, and it would be better
to address it offline. In fact, none of plaintiff’s
job functions were outsourced.
Plaintiff was terminated as of March 27,
2009. Within the next week, plaintiff learned a
new Director of Credit position had been
The ASP team then calculated the number
of full-time equivalent employees that could be
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Gillis v. Warner Bros. Home Entm’t. Inc. (Cal. App., 2012)
created in CCO. Plaintiff did not apply for the
position.
show that one or more elements of the cause of
action cannot be established or that there is a
complete defense to the cause of action. (Code
Civ. Proc., § 437c, subd. (p)(2); Aguilar, supra,
at p. 849.) The defendant must “demonstrate
that under no hypothesis is there a material
factual issue requiring a trial.” (Rosenblum v.
Safeco Ins. Co. (2005) 126 Cal.App.4th 847,
856; accord, Guz v. Bechtel National, Inc.
(2000) 24 Cal.4th 317, 334.)
Karen Kerns, a former CCO manager, was
promoted to the position of Director of Credit
and Collections in CCO. Hettlar and Patel
never discussed offering the job to
Page 10
plaintiff. Patel could not recall whether
plaintiff was considered for the position, and
he could not think of any reason why plaintiff
would not be suitable to fill the position.
Once the moving defendant has met its
burden, the burden shifts to the plaintiff to
show that a triable issue of material fact exists
as to the cause of action or the defense
At a much later date, there were talks
about elevating another manager, Laura
Bermudez, to a director position. Bermudez
had attended some ASP meetings because she
was knowledgeable about the SAP workflow.
Page 11
thereto. (Code Civ. Proc., § 437c, subd. (p)(2);
Aguilar v. Atlantic Richfield Co., supra, 25
Cal.4th at p. 849.) All doubts as to the
propriety of granting the motion are resolved
in favor of the opposing party. (Hamburg v.
Wal-Mart Stores, Inc. (2004) 116 Cal.App.4th
497, 502.)
F. Sarbanes-Oxley Act
Warner Bros. is a publicly traded stock
company. Documents are prepared in CCO
“relating to the Sarbanes-Oxley Act (“SOX”)
that relate to various processes in the CCO.”
Operational reports are prepared “related to
the various processes performed in the CCO
Dept.” on a daily and weekly basis and
reviewed monthly.
Additionally, Code of Civil Procedure
section 437c, subdivision (c), provides that
“[i]n determining whether the papers show
that there is no triable issue as to any material
fact the court shall consider all of the evidence
set forth in the papers, except that to which
objections have been made and sustained by
the court, and all inferences reasonably
deducible from the evidence, except summary
judgment may not be granted by the court
based on inferences reasonably deducible
from the evidence, if contradicted by other
inferences or evidence, which raise a triable
issue as to any material fact.” The papers
submitted by the parties must set forth
evidentiary facts. (Sheppard v. Morgan
Keegan & Co. (1990) 218 Cal.App.3d 61, 67;
see also Miller v. Bechtel (1983) 33 Cal.3d 868,
874.) “Mere conclusions of law or fact are
insufficient to satisfy the evidentiary
requirements for a summary judgment.”
(Perkins v. Howard (1991) 232 Cal.App.3d
708, 713; Sheppard, supra, at p. 67.)
The operational reports are reviewed by
Patel, auditors, and others in Warner Bros.
The auditors check to make sure the invoicing
and pricing of credits are correct and that
customer master information is accurate.
DISCUSSION
A. Standard of Review
Summary judgment properly is granted if
there is no question of material fact and the
issues raised by the pleadings may be decided
as a matter of law. (Code Civ. Proc., § 437c,
subd. (c); Aguilar v. Atlantic Richfield Co.
(2001) 25 Cal.4th 826, 843.) To secure
summary judgment, a moving defendant may
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Gillis v. Warner Bros. Home Entm’t. Inc. (Cal. App., 2012)
We review a grant of summary judgment
de novo to determine whether triable issues of
material fact exist. (Wiener v. Southcoast
Childcare Centers, Inc. (2004) 32 Cal.4th
1138, 1142.) We examine the facts presented to
the trial court and determine their effect as a
matter of law. (Parsons v. Crown Disposal Co.
(1997) 15 Cal.4th 456, 464; Hagen v.
Hickenbottom (1995) 41 Cal.App.4th 168,
172.) We may affirm a summary judgment on
any correct legal theory, even if the trial court
relied on a different theory to reach the same
conclusion. (Carnes v. Superior Court (2005)
126 Cal.App.4th 688, 694; California School of
Culinary Arts v. Lujan (2003) 112 Cal.App.4th
16, 22.)
In Tameny v. Atlantic Richfield Co.
(1980) 27 Cal.3d 167, the Supreme Court held
that an employer’s right to discharge an at-will
employee is subject to limits imposed by
fundamental public policy concerns. (Id. at pp.
172, 178.) Public policy concerns fall
the employee (1) to provide information, cause
information to be provided, or otherwise assist
in an investigation regarding any conduct
which the employee reasonably believes
constitutes a violation of [18 U.S.C] section
1341 [mail fraud], 1343 [wire fraud], 1344
[bank fraud], or 1348 [securities fraud], any
rule or regulation of the Securities and
Exchange Commission, or any provision of
Federal law relating to fraud against
shareholders, when the information or
assistance is provided to or the investigation is
conducted by (C) a person with supervisory
authority over the employee (or such other
person working for the employer who has the
authority to investigate, discover, or terminate
misconduct) . . . .’ 18 U.S.C. § 1514A(a)(1)(C).”
(Sequeira v. KB Home (S.D.Tex. 2009) 716
F.Supp.2d
539,
549-550.)
This
“whistleblower” protection
“serves
to
‘encourage and protect [employees] who
report fraudulent activity that can damage
innocent investors in publicly traded
companies.'” (Day v. Staples, Inc. (1st Cir.
2009) 555 F.3d 42, 52.) 4
Page 12
Page 13
into four categories: termination for (1)
refusing to violate a statute; (2) performing a
statutory obligation; (3) exercising a
constitutional or statutory right or privilege;
and (4) reporting a statutory violation for the
benefit of the public. (Green v. Ralee
Engineering Co. (1998) 19 Cal.4th 66, 76.) The
public policy must be “‘tethered to’ eithe r a
specific constitutional or statutory provision,”
it “must be ‘public’ in that it ‘affects society at
large’ rather than the individual, must have
been articulated at the time of discharge, and
must be ‘”fundamental”‘ and ‘”substantial.”‘
[Citations.]” (Ibid.)
The reasonable belief requirement of
Sarbanes-Oxley has both a subjective and an
objective component. (Day v. Staples, Inc.,
supra, 555 F.3d at p. 54.) The employee must
make his complaints in “subjective good faith,”
that is, the employee must “‘actually believe[]
the conduct complained of constituted a
violation of pertinent law.'” (Id. at p. 54 and fn.
10.) The employee must also have “an
objectively reasonable belief that the conduct
constituted securities fraud or shareholder
fraud,” specifically one of the types of fraud
specified in the act. (Id. at pp. 54-55.)
The Sarbanes-Oxley Act provides that
“‘[n]o [publicly-traded company] . . . may
discharge, demote, suspend, threaten, harass,
or in any other manner discriminate against an
employee in the terms and conditions of
employment because of any lawful act done by
In order “[t]o have an objectively
reasonable belief there has been shareholder
fraud, the complaining employee’s theory of
such fraud must at least approximate the basic
elements of a claim of securities fraud.
‘Securities fraud’ itself has additional relevant
elements. The elements of a cause of action for
B. Wrongful Termination
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Gillis v. Warner Bros. Home Entm’t. Inc. (Cal. App., 2012)
securities fraud ‘resembl[e] . . . common-law
tort actions for deceit and misrepresentation.’
[Citation.] Those elements typically include a
material misrepresentation or omission,
scienter, loss, and a causal connection between
the misrepresentation or omission and the
loss. [Citation.] Securities fraud under section
10(b) and Rule 10b-5 requires: ‘(1) a material
misrepresentation or omission; (2) scienter;
(3) connection with the purchase or sale of a
security; (4) reliance; (5) economic loss; and
(6) loss causation.’ [Citation.] The employee
need not reference a specific statute, or prove
actual harm, but he must have an objectively
reasonable belief that the
company
intentionally misrepresented or omitted
certain facts to investors, which were material
and which risked loss.” (Day v. Staples, Inc.,
supra, 555 F.3d at pp. 55-56.)
the Sarbanes-Oxley Act, designed to address a
fraud on company shareholders that arose
from plaintiff’s supervisor’s alleged conflict of
interest and taking of kickbacks in connection
with the supervisor’s relationship with a
company called High Radius, which did
business with defendant and allegedly was
owned by a friend of plaintiff’s supervisor.
“Plaintiff’s complaint was not sufficiently
tethered to the statutory provisions of
Sarbanes-Oxley to be sufficiently ‘public,’
‘substantial and fundamental’ to support his
Tameny claim here. He has not revealed any
evidence showing that he actually meant to
address a Sarbanes-Oxley violation when he
reported his supervisor’s alleged conflict of
interest to the company, or that any complaint
by him that Sarbanes-Oxley had been violated
was subjectively or objectively reasonable. The
court would not expect him to use particular
‘buzz words’ in making the complaint, but
would expect that the complaints to
management would have been articulated in a
way to indicate some logical nexus to the
provisions of Sarbanes-Oxley. It was not.”
Complaints about internal company
practices that may not maximize shareholder
profit, may result in a loss of revenue or cost
the company money do not support an
objectively reasonable belief that shareholders
have been or are likely to be defrauded. (Day v.
Staples, Inc., supra, 555 F.3d at p. 56.)
Complaints about internal practices which are
not reported to shareholders likewise do not
support an objectively reasonable belief in
shareholder fraud. (Id. at p. 58.) Rather, the
complaints
“‘must
“definitively
and
specifically” relate to [one] of the listed
categories of fraud or securities violations
under 18 U.S.C. [section] 1514A(a)(1).'” (Van
Asdale v. International Game Technology
Specifically, the trial court found that
plaintiff failed to show that he could present
any evidence that Patel’s “relationship with
High Radius was something that he ever
reasonably would have expected to be
disclosed to shareholders or relied on by
shareholders. Plaintiff has not pointed to any
portion of Sarbanes-Oxley that would require
the relationship between High Radius and his
supervisor to be disclosed publicly. Therefore,
he has not shown that he can present evidence
of any subjectively or objectively reasonable
belief that there would be a misrepresentation
to shareholders or any intent by anyone to
induce reliance, or any causation of
shareholder reliance or damages. Nor is there
any indication that any loss of corporate
revenues that might have resulted from a
conflict of interest would have been
sufficiently significant to be
Page 14
(9th Cir. 2009) 577 F.3d 989, 996-997; Welch
v. Chao (4th Cir. 2008) 536 F.3d 269, 275.)
In granting the summary judgment
motion, the trial court found that plaintiff
could not “establish an essential element of his
[Tameny] cause of action—that his complaints
were a protected activity.” The court
explained: “Plaintiff claims that his complaints
to defendant were complaints for violations of
Page 15
-8-
Gillis v. Warner Bros. Home Entm’t. Inc. (Cal. App., 2012)
‘material.’ These types of things would have to
be needed for there to have been a subjectively
or objectively reasonable belief that a
shareholder fraud was threatened as a result of
the supervisor’s alleged conflict of interest or
relationship with High Radius. (E.g., Day v.
Staples, Inc.[, supra,] 555 F.3d [at pp.] 52-58.)
[¶] . . . [¶]
accounts; 4) which directly implicated the
company’s SOX compliance functions related
to internal controls, risk accrual and the
quarterly audits to verify the company’s risk
provision, bad debt provision, debt
reconciliation and to test the department’s
assumptions regarding debt reconciliation.”
Page 16
“An employee’s mere concern that a
corporate policy is wasteful, inefficient,
imprudent, risky, involves accounting or other
financial irregularities, or will result in
reduced revenues due to things like crime or
embezzlement, does not automatically rise to
the level of a Sarbanes-Oxley violation.
[Citations.] [¶] If it did, employees could
refuse to cooperate with, obstruct and resist all
manner of management decisions, reached
through the exercise of management’s
business judgment, without fear of discipline
or termination. As the court stated in an
analogous situation in Patten v. Grant Joint
Union High School Dist.[, supra, 134
Cal.App.4th at p.] 1385: “‘To exalt . . .
exclusively internal personnel disclosures with
whistleblower status would create all sorts of
mischief. Most damagingly, it would thrust the
judiciary into micromanaging employment
practices and create a legion of undeserving
protected ‘whistleblowers’ arising from the
routine workings and communications of the
job site.'”
Plaintiff’s argument is not based on the
evidence presented on summary judgment.
Rather, he is attempting to transform his
complaints about Patel’s management and
violations of company policy into complaints
about a Sarbanes-Oxley violation.
Plaintiff’s initial complaints to HR were
focused on Patel’s management of CCO, that
Patel was causing morale problems by setting
unrealistic deadlines, imposing an excessive
workload, giving conflicting directives, and
blaming subordinates for his own mistakes.
Among his other complaints about Patel,
plaintiff expressed his concern that CCO staff
was being used to start up High Radius.
When plaintiff subsequently complained
to Employee Relations and the legal
department, he expressed concern that Patel’s
hiring of High Radius to develop a tool for
addressing returns was a bad business
decision because CCO already had an effective
tool for that. He also complained that WHV
resources were used to form High Radius, and
High Radius was sharing WHV’s processes
with other companies. Plaintiff believed that
WHV could “potentially lose a competitive
advantage that [it] currently hold[s] over other
companies” if High Radius sold software that
it created as a result of its relationship with
WHV to WHV’s competitors. Plaintiff
additionally complained that Patel had a
kickback agreement with High Radius, and
that when WHV paid for Patel to attend credit
industry conferences, Patel spoke about High
Radius.
Plaintiff argues that he complained to
Warner Bros. that Patel “had an illegal conflict
of interest with a vendor called High Radius
that was materially damaging the company’s
shareholders by: 1) siphoning off company
resources to aid in its start up; 2) allowing
access to and theft of proprietary accounting
processes used to reconcile millions of dollars
in accounts that were then offered to business
competitors; 3) ‘descoping’ a valuable
reconciliation tool in order to create a ‘gap’ to
allow High Radius to create a fix, that placed
untold millions of dollars at risk because
Patel’s conduct
prevented the
CCO
department from reconciling its vendor
-9-
Gillis v. Warner Bros. Home Entm’t. Inc. (Cal. App., 2012)
In written documents he submitted to
Employee Relations and the legal department
in early 2008, plaintiff wrote that he felt he
was “required to come forward with the
information that [he] passed along [about
High Radius] due to [his] signing Warner
Bros. Standards of Business Conduct, and
Warner Bros. Conflict of Interest documents.”
In his July 21, 2008 email to Chapman and
McNutt, plaintiff thanked them “for looking
into the High Radius situation, which
appeared to violate company policy . . . .” He
stated that he appreciated the fact Chapman
told him that he “did exactly what you would
hope employees would do in these situations
with regard to company compliance issues.”
of his complaints related to the specific types
of shareholder fraud listed in Sarbanes-Oxley.
(Van Asdale v. International Game
Technology, supra, 577 F.3d at pp. 996-997 ;
Welch v. Chao, supra, 536 F.3d at p. 275.) His
complaints about violations of company policy
do not support a subjectively reasonable belief
in shareholder fraud of the types specified in
Sarbanes-Oxley. (Day, supra, at pp. 56-58;
see, e.g., Platone v. U.S. Dept. of Labor (4th
Cir. 2008) 548 F.3d 322, 326-327 [plaintiff’s
complaints about billing discrepancies
without any attempt to tie them to a securities
violation and shareholder fraud insufficient
establish a Sarbanes-Oxley violation].)
Plaintiff’s belated attempt to tie his complaints
to Sarbanes-Oxley compliance finds no
support in the evidence.
Plaintiff wrote that he wanted to confirm
that he met his obligations “to Warner Bros.
with regard to Warner Bros. compliance
policies, such as, Conflicts of Interest,
In addition, there is nothing in the
evidence which would support an objectively
reasonable belief that Patel’s conduct
constituted mail fraud, wire fraud, bank fraud
or securities fraud. (Day v. Staples, Inc.,
supra, 555 F.3d at pp. 54-55; Sequeira v. KB
Home, supra, 716 F.Supp.2d at pp. 549-550.)
Plaintiff’s complaints, which essentially were
that Patel’s conduct was costing the company
money and aiding the company’s competitors,
do not support an objectively reasonable belief
that shareholders have been or are likely to be
defrauded. (Day, supra, at pp. 56, 58.)
Page 17
Ethical Business Practices Agreement,
Standards of Business Conduct, Protecting
Confidential Information, or any other policy
to which I am accountable. . . .” He
summarized his concerns as follows: (1) “Have
I fully met my obligation to the company on
this matter?” (2) “Confirmation that sharing
CCO process flows with Sashi in Jan. 2006 was
to be found in line with Company policy?” (3)
“Confirmation that pitching High Radius
processes developed by WHV to competitors is
OK per Company policy.”
Page 18
In sum, none of the evidence plaintiff
presented established a triable issue of
material fact as to whether plaintiff was
terminated for complaining about a SarbanesOxley violation. The trial court therefore did
not err in granting summary judgment on his
Tameny cause of action. (Code Civ. Proc., §
437c, subd. (p)(2); Aguilar v. Atlantic
Richfield Co., supra, 25 Cal.4th at p. 849.)
Nothing in the foregoing supports a
finding that plaintiff believed in good faith that
the conduct complained of constituted
shareholder fraud within the meaning of
Sarbanes-Oxley. (Day v. Staples, Inc., supra,
555 F.3d at p. 54 and fn. 10.) His stated
concerns were “Warner Bros. compliance
policies, such as, Conflicts of Interest, Ethical
Business Practices Agreement, Standards of
Business Conduct, Protecting Confidential
Information.” He sought confirmation that
Patel did not violate “Company policy.” None
C. Completion of Discovery
Code of Civil Procedure section 437c,
subdivision (h), provides: “If it appears from
-10-
Gillis v. Warner Bros. Home Entm’t. Inc. (Cal. App., 2012)
the affidavits submitted in opposition to a
motion for summary judgment or summary
adjudication or both that facts essential to
justify opposition may exist but cannot, for
reasons stated, then be presented, the court
shall deny the motion, or order a continuance
to permit affidavits to be obtained or discovery
to be had or may make any other order as may
be just.” If, and only if, the conditions of this
subdivision are met, a continuance or denial of
the summary judgment motion is required.
(Scott v. CIBA Vision Corp. (1995) 38
Cal.App.4th 307, 313-314; Wachs v. Curry
(1993) 13 Cal.App.4th 616, 623.) In order to
obtain a continuance pursuant to subdivision
(h) of Code of Civil Procedure section 437c, a
party must submit an affidavit showing: “(1)
the facts to be obtained are essential to
opposing the motion; (2) there is reason to
believe such facts may exist; and (3) the
reasons why additional time is needed to
obtain these facts.” (Wachs, supra, at p. 623.)
DISPOSITION
The judgment is affirmed. Warner Bros. is
to recover its costs on appeal.
JACKSON, J.
We concur:
PERLUSS, P. J.
ZELON, J.
——-Notes:
Before this meeting, Patel had told
plaintiff that he would be considered for the
vacant executive director position in CCO, but
plaintiff was never interviewed for the
position.
1.
In addition to the CCO positions,
hundreds of positions in other departments of
Warner Bros. were eliminated.
2.
Plaintiff contends that he was entitled to
complete his discovery in order to obtain
information
regarding Warner
Bros.’s
“investigation of the conflict of interest
charges against Patel; whether Warner Bros.
believed Plaintiff’s complaints were a
‘protected activity’; whether Plaintiff was
retaliated against; the causal link between
reporting the conflict of interest and
retaliation; and the issue of pretext. These
were crucial issues in the case.”
According to plaintiff, about this time
Lahr told him that he was happy with
plaintiff’s performance, he saw plaintiff as his
successor, and only 17 low level personnel in
CCO would be affected by outsourcing.
3.
“Whistleblower” protections such as
that provided by Sarbanes-Oxley reflect
fundamental and substantial public policy
concerns. (See Patten v. Grant Joint Union
High School Dist. (2005) 134 Cal.App.4th
1378, 1384-1386.) Other courts have found
that a wrongful termination cause of action
may be based on retaliation against an
employee for reporting Sarbanes-Oxley
violations. (E.g., Collins v. Beazer Homes
USA, Inc. (N.D.Ga. 2004) 334 F.Supp.2d
1365.)
4.
We agree with the trial court that “the
materials sought cannot change the nature of
the complaint made by plaintiff and cannot
affect the outcome of [the summary judgment]
motion. The court need not reach the balance
of the parties’ arguments, as the
Page 19
foregoing is dispositive.” Plaintiff failed to
make the requisite showing, and the trial court
did not err in refusing to grant a continuance
to plaintiff to complete further discovery.
——–
-11-
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Case Analysis: [Name of Case]
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Gillis v. Warner Bros. Home Entm’t. Inc. (Cal. App., 2012)
JASON GILLIS, Plaintiff and Appellant,
v.
WARNER BROS. HOME
ENTERTAINMENT INC., Defendant
and Respondent.
issues of material fact exist, and the trial court
erred in denying him a continuance to
complete discovery. We affirm.
FACTS
A. Plaintiff’s Employment by Warner
Bros.
B231922
COURT OF APPEAL OF THE STATE OF
CALIFORNIA SECOND APPELLATE
DISTRICT DIVISION SEVEN
In August 1999, plaintiff was hired by
Warner Home Video (WHV) as an analyst in
the Credit and Customer Operations
Department (CCO). The CCO manages WHV’s
receivables from the sale of home videos to
large retail outlets. When he was hired,
plaintiff signed a document acknowledging
that he was an at-will employee.
Dated: November 20, 2012
NOT TO BE PUBLISHED IN THE
OFFICIAL REPORTS
California Rules of Court, rule
8.1115(a), prohibits courts and parties
from citing or relying on opinions not
certified for publication or ordered
published, except as specified by rule
8.1115(b). This opinion has not been
certified for publication or ordered
published for purposes of rule 8.1115.
(Los Angeles
BC429905)
County
Super.
Ct.
Plaintiff was promoted several times and
ultimately was promoted to director in the
CCO in 2006. Plaintiff and another director,
Donald Mouck (Mouck), reported to CCO’s
executive director, Darryl Banks, who reported
to CCO’s vice president, Rohit Patel (Patel).
When Darryl Banks was transferred in
February 2007, plaintiff and Mouck reported
directly to Patel while a search was undertaken
for a new executive director. Patel hired a new
executive director in July 2007, Robert Lahr
(Lahr), and plaintiff and Mouck then reported
to Lahr.
No.
APPEAL from a judgment of the Superior
Court of Los Angeles County, Rita J. Miller,
Judge. Affirmed.
Law Offices of Victor L. George, Victor L.
George and Wayne C. Smith for Plaintiff and
Appellant.
As a director, plaintiff received increases
in his annual salary and bonuses every year,
approved by Patel. These continued through
2009.
Manatt, Phelps & Phillips, Esra Acikalin
Hudson, Joanna S. McCallum and Joanna H.
Sattler for Defendant and Respondent.
B. Warner Bros. Contracts with High
Radius
In 2006, WHV hired High Radius, a
software development company, to develop an
automated system to enable CCO to improve
efficiency and decrease errors. To enable High
Radius to tailor the system to WHV’s needs,
Patel provided High Radius
Page 2
INTRODUCTION
Plaintiff Jason Gillis appeals from a
summary judgment in favor of defendant
Warner Bros. Home Entertainment Inc.
(Warner Bros.) in his action for retaliation in
violation of public policy. He contends triable
Page 3
-1-
Gillis v. Warner Bros. Home Entm’t. Inc. (Cal. App., 2012)
access to CCO’s personnel, customer websites
and accounts. High Radius signed a
nondisclosure agreement prior to being given
access, and Patel informed plaintiff of High
Radius’s agreement with WHV and
nondisclosure agreement.
conflicting
directives,
and
subordinates for his own mistakes.
blaming
In April 2007, plaintiff met with Shelly
Hance (Hance), Manager of Human Relations,
about Patel. One of the concerns he expressed
to her was that CCO staff was being used to
start up High Radius.
In 2007, CCO began implementing an
enterprise resource planning system, called
SAP, which would integrate all of its supply
chain processes into a single automated
system. High Radius had dispute management
software, Dispute Resolution Accelerator, that
was compatible with SAP. Patel recommended
that WHV contract with High Radius to
acquire the software.
Page 4
On June 28, 2007, plaintiff and Patel
attended a meeting with Enrique Carvajal
(Carvajal), Vice President of Human
Resources, regarding the issues plaintiff had
raised with Human Resources. Plaintiff sent
an email to HR on June 29, and it was
forwarded to Patel. Patel was disappointed
about his team’s lack of communication with
him. Plaintiff was dismayed to learn that his
email had been forwarded to Patel. 1
After conducting a competition analysis
and evaluating the software, Warner Bros.
Procurement Group concluded that High
Radius’s software was unique and unavailable
from other providers due to its compatibility
with SAP and its features which met WHV’s
requirements. The procurement group also
concluded that even though High Radius was
a relatively new company, the risk to Warner
Bros. would be relatively low because the cost
of the software was a very small portion of the
amount Warner Bros. was spending on
improvements to its global supply chain
functions. The procurement group approved
hiring High Radius to provide the software.
Patel met with plaintiff on July 10, 2007.
Patel said he wanted to go over an email
plaintiff had sent to HR, point by point, to
show plaintiff how he could have saved his
career at WHV. Patel was very angry that he
had been given a three-page write-up of issues
he needed to work on.
After the meeting, Patel took actions
which plaintiff interpreted as being retaliatory.
These included not providing training he had
promised to plaintiff, imposing short
deadlines for work and requiring plaintiff to do
work which plaintiff considered to be
unnecessary and a waste of time.
Warner Bros. and High Radius executed a
Master Software License Agreement and an
Independent Contractor Services Agreement
in mid-2007. Both contained confidentiality
and nondisclosure agreements.
Late on September 21, 2007, Patel sent an
email to Carvajal and Tony Rodriguez
indicating that plaintiff and Mouck had met
with Lahr after Patel left work for the evening.
Patel wrote that Lahr said “that he informed
[plaintiff and Mouck] of the vision [Patel had]
for the department and asked if they were on
board. [Lahr] said [plaintiff] was; but did not
comment on [Mouck]. I am going to use [Lahr]
as a filter to manage my requests in a timely
manner. [Lahr] is doing his best to handle the
C. Plaintiff’s Complaints to Human
Resources
In the spring and summer of 2007,
plaintiff began complaining to WHV’s Human
Resources (HR) department about Patel. He
complained that Patel was causing morale
problems by setting unrealistic deadlines,
imposing an excessive workload, giving
-2-
Gillis v. Warner Bros. Home Entm’t. Inc. (Cal. App., 2012)
situation; but I can not [sic] run a department
that has staff on it that does not support the
long term vision.
Practice membership without giving plaintiff
advance notice.
D. Plaintiff’s Complaints to Employee
Relations and Legal Department
“I was also informed that [plaintiff] did go
to HR again, but I am unaware of the
circumstances. At our meeting several months
ago, we asked that the directors come to me
should they have any issues with me first. This
I thought would be courteous to the head of the
department; but what do I know? If his visit to
HR was related to me, then there is no trust
with [plaintiff] and it is beyond repair. I need
to send a message that if
Plaintiff also voiced concerns about High
Radius to the Employee Relations department
and members of the corporate legal
department. He was concerned that Patel
hired High Radius to develop a tool for
addressing returns; plaintiff believed this was
a bad business decision because CCO alre ady
had an effective tool for that. He also
complained that High Radius founder Sashi
Narahari used WHV resources to form the
company after a meeting with members of
CCO to outline CCO’s dispute resolution
processes. Plaintiff also expressed his belief
that High Radius was sharing WHV’s
processes with other companies. Plaintiff
believed that WHV could “potentially lose a
competitive advantage that [it] currently
hold[s] over other companies” if High Radius
Page 5
they are not on board, then they should not be
part of the department. I will require your
assistance as I will not tolerate this typ e of
behavior an[y] longer. [¶] [Lahr] and I have
worked with other key managers and they are
on board with the vision and any resistance
from the Directors will set the department
back many years.”
Page 6
Tony Rodriguez responded that he
supported Patel’s position and was “ready to
help HR make the right moves to get the CCO
team all rowing in the same direction. Don’t let
this get you down, we just need to get over this
challenge so you and [Lahr] can focus on the
positives and leverage your good players to
make the right contributions.” Rodriguez said
he would “make best efforts to join [Patel and
Carvajal] to begin next steps.”
sold software that it created as a result of its
relationship with WHV to WHV’s competitors.
Plaintiff told Employee Relations and
members of the legal department that he
believed Sashi Narahari had a brother,
Sreedhar Narahari, who worked for Warner
Bros. He also told them that Patel and Sashi
Narahari were friends. According to plaintiff,
during a CCO management meeting, Patel said
that he “should have Sashi throw a party for
CCO instead of taking my kickback.” Based on
this comment, plaintiff complained to
Employee Relations and members of the legal
department that Patel had a kickback
agreement with High Radius.
After this, Patel took actions which
plaintiff again considered to be retaliatory.
Patel stopped holding business council
meetings; plaintiff acknowledged, however,
that no one told him why business council
meetings had been canceled. When plaintiff
and Mouck made recommendations to hire
certain candidates, Patel did not follow those
recommendations and “hired a candidate on
his own without consulting [them].” Patel
removed plaintiff from the Community of
Plaintiff complained that when he
discussed with Patel the possibility of using
another company as an alternative to High
Radius, Patel agreed on condition that
Sreedhar Narahari sit in on the meeting as a
-3-
Gillis v. Warner Bros. Home Entm’t. Inc. (Cal. App., 2012)
“mole.” Plaintiff also complained that when
WHV paid for Patel to attend credit industry
conferences, Patel spoke about High Radius.
. . .” He summarized his concerns as follows:
(1) “Have I fully met my obligation to the
company on this matter?” (2) “Confirmation
that sharing CCO process flows with Sashi in
Jan. 2006 was to be found in line with
Company policy?” (3) “Confirmation that
pitching High Radius processes developed by
WHV to competitors is OK per Company
policy.” He also sought clarification on
whether it was appropriate for Patel to provide
Sashi Narahari with CCO process flows prior
to the formation of High Radius, and whether
it was appropriate for Patel to pitch High
Radius to Warner Bros. competitors.
In written documents he submitted to
Employee Relations and the legal department
in early 2008, plaintiff wrote that he felt he
was “required to come forward with the
information that [he] passed along [about
High Radius] due to [his] signing Warner
Bros. Standards of Business Conduct, and
Warner Bros. Conflict of Interest documents.”
On February 21, he was notified that his
“concerns regarding HighRadius [sic] have
been forwarded
to
Leigh Chapman
(Chapman), Senior Vice President, Chief
Employment Counsel & Deputy General
Counsel.”
McNutt responded to plaintiff on July 31
that Warner Bros. “did a comprehensive and
thorough investigation and [is] satisfied that
the issues you raised have been resolved.”
McNutt reminded plaintiff that she told him
“that while there was an element of truth to
some of the allegations, not all of them were
true and we also did not find any misconduct,
injury or damage to the Company.” The
investigation found nothing inappropriate in
“the sharing of CCO process flows with High
Radius.” Rather, “it was necessary for this to
occur in order for High Radius to identify
information gaps and to design the
functionality for us that we needed. When
[Patel] was first dealing with Mr. Narahari, his
company was formed under a different name.
At the time the contracts were signed, the
name had changed to High Radius.
On July 21, 2008, plaintiff sent an email
to Chapman, with a cc to Stephanie McNutt
(McNutt), Vice President and Senior
Employment Counsel. Plaintiff thanked
Chapman and McNutt “for looking into the
High Radius situation, which appeared to
violate company policy . . . .” He stated that he
appreciated the fact Chapman told him that he
“did exactly what you would hope employees
would do in these situations with regard to
company compliance issues.” After reviewing
Chapman’s findings that he had a reason to
come forward based on what appeared to be
suspicious activity, but that there was nothing
inappropriate in the relationship between
Patel and Warner Bros., and Sashi Narahari
and High Radius, plaintiff stated: “I would like
to follow up briefly to make
“With respect to ‘pitching’ High Radius to
competitors, we advised you that it is fairly
common in most businesses when one
company has found a vendor who supplies a
superior product or service to recommend that
vendor to his or her counterparts at other
companies. We found that this is what [Patel]
may occasionally have done which is not
prohibited by any Company policy.” McNutt
reiterated that she appreciated his bringinghis
concerns to her attention and providing the
opportunity to investigate them, but the
Page 7
sure that I fully understood Warner Bros.
position on a couple of issues, and primarily to
confirm that I have fully met any obligation
that I have to Warner Bros. with regard to
Warner Bros. compliance policies, such as,
Conflicts of Interest, Ethical Business
Practices Agreement, Standards of Business
Conduct, Protecting Confidential Information,
or any other policy to which I am accountable.
Page 8
-4-
Gillis v. Warner Bros. Home Entm’t. Inc. (Cal. App., 2012)
investigation found no unlawful conduct or
violation of company policy. She also
reassured him that he had fulfilled his
obligations to Warner Bros.
retained to perform functions that would not
be outsourced and tried, using organizational
charts, to redesign the structure of the CCO. As
part of the redesigning process, the team
evaluated both supervisory and lower level
positions.
E. Plaintiff’s Termination
In 2008, Patel began introducing a
“process improvement” function in CCO. This
function examined systematic, repetitive
issues in processes and identified solutions to
remedy these issues.
Page 9
Prior to the redesign, CCO had 35 lower
level employees who reported to five
supervisors. Those five supervisors reported to
the two directors, plaintiff and Mouck, who
reported to the executive director, Lahr. As
part of the redesign, the ASP team determined
that it was unnecessary to have a layer of
management between the supervisors and the
executive director, and the director positions
could be eliminated.
Patel recommended that WHV hire
Claudia Daniel (Daniel), an auditor and
Warner Bros. employee involved in the
implementation of the SAP program, to lead
the process improvement function in CCO.
Daniel began working as the Director – Process
Improvement in October 2008. Some of
plaintiff’s responsibilities were transferred to
Daniel.
Using the redesigned organizational
structure, the ASP team made the
determination as to which employees would
perform the retained functions. The ASP team
eliminated 18 CCO positions, including
plaintiff’s. 2 Lahr and Daniel recommended
that plaintiff be terminated, and Patel
concurred. 3
At this same time, Warner Bros. was
working on an Alternative Sourcing Program
(ASP), in which Warner Bros. retained outside
consultants from CapGemini, a global
provider of technology, consulting and
outsourcing services. As part of the ASP
process, a team of Human Resources staff,
counsel from the legal department, and
CapGemini consultants, with input from Patel,
Lahr and Daniel, conducted a functional
analysis to determine whether certain CCO
functions could be outsourced to CapGemini.
On January 22, 2009, Lahr and Human
Resources representative Maria Huntsberry
informed plaintiff that his position had been
eliminated. When plaintiff arrived for work the
following Monday, he and two other CCO
employees were locked out of the building.
The functional analysis involved analyzing
the overall purpose of CCO and each of its
functions—as opposed to each position in
CCO—to determine which body of work could
be effectively outsourced. The body of work
that could be outsourced was characterized in
terms of full-time equivalent positions, i.e., if
it took 40 hours to perform a function or group
of functions, then one full-time equivalent
position could be outsourced.
At a meeting for all CCO employees on
January 27, Senior Officer David Hettlar
(Hettlar) said that no customer-facing jobs
would be affected by outsourcing. Plaintiff
asked why his job was affected, since it was 100
percent customer-facing. Hettlar said his
situation was different, and it would be better
to address it offline. In fact, none of plaintiff’s
job functions were outsourced.
Plaintiff was terminated as of March 27,
2009. Within the next week, plaintiff learned a
new Director of Credit position had been
The ASP team then calculated the number
of full-time equivalent employees that could be
-5-
Gillis v. Warner Bros. Home Entm’t. Inc. (Cal. App., 2012)
created in CCO. Plaintiff did not apply for the
position.
show that one or more elements of the cause of
action cannot be established or that there is a
complete defense to the cause of action. (Code
Civ. Proc., § 437c, subd. (p)(2); Aguilar, supra,
at p. 849.) The defendant must “demonstrate
that under no hypothesis is there a material
factual issue requiring a trial.” (Rosenblum v.
Safeco Ins. Co. (2005) 126 Cal.App.4th 847,
856; accord, Guz v. Bechtel National, Inc.
(2000) 24 Cal.4th 317, 334.)
Karen Kerns, a former CCO manager, was
promoted to the position of Director of Credit
and Collections in CCO. Hettlar and Patel
never discussed offering the job to
Page 10
plaintiff. Patel could not recall whether
plaintiff was considered for the position, and
he could not think of any reason why plaintiff
would not be suitable to fill the position.
Once the moving defendant has met its
burden, the burden shifts to the plaintiff to
show that a triable issue of material fact exists
as to the cause of action or the defense
At a much later date, there were talks
about elevating another manager, Laura
Bermudez, to a director position. Bermudez
had attended some ASP meetings because she
was knowledgeable about the SAP workflow.
Page 11
thereto. (Code Civ. Proc., § 437c, subd. (p)(2);
Aguilar v. Atlantic Richfield Co., supra, 25
Cal.4th at p. 849.) All doubts as to the
propriety of granting the motion are resolved
in favor of the opposing party. (Hamburg v.
Wal-Mart Stores, Inc. (2004) 116 Cal.App.4th
497, 502.)
F. Sarbanes-Oxley Act
Warner Bros. is a publicly traded stock
company. Documents are prepared in CCO
“relating to the Sarbanes-Oxley Act (“SOX”)
that relate to various processes in the CCO.”
Operational reports are prepared “related to
the various processes performed in the CCO
Dept.” on a daily and weekly basis and
reviewed monthly.
Additionally, Code of Civil Procedure
section 437c, subdivision (c), provides that
“[i]n determining whether the papers show
that there is no triable issue as to any material
fact the court shall consider all of the evidence
set forth in the papers, except that to which
objections have been made and sustained by
the court, and all inferences reasonably
deducible from the evidence, except summary
judgment may not be granted by the court
based on inferences reasonably deducible
from the evidence, if contradicted by other
inferences or evidence, which raise a triable
issue as to any material fact.” The papers
submitted by the parties must set forth
evidentiary facts. (Sheppard v. Morgan
Keegan & Co. (1990) 218 Cal.App.3d 61, 67;
see also Miller v. Bechtel (1983) 33 Cal.3d 868,
874.) “Mere conclusions of law or fact are
insufficient to satisfy the evidentiary
requirements for a summary judgment.”
(Perkins v. Howard (1991) 232 Cal.App.3d
708, 713; Sheppard, supra, at p. 67.)
The operational reports are reviewed by
Patel, auditors, and others in Warner Bros.
The auditors check to make sure the invoicing
and pricing of credits are correct and that
customer master information is accurate.
DISCUSSION
A. Standard of Review
Summary judgment properly is granted if
there is no question of material fact and the
issues raised by the pleadings may be decided
as a matter of law. (Code Civ. Proc., § 437c,
subd. (c); Aguilar v. Atlantic Richfield Co.
(2001) 25 Cal.4th 826, 843.) To secure
summary judgment, a moving defendant may
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Gillis v. Warner Bros. Home Entm’t. Inc. (Cal. App., 2012)
We review a grant of summary judgment
de novo to determine whether triable issues of
material fact exist. (Wiener v. Southcoast
Childcare Centers, Inc. (2004) 32 Cal.4th
1138, 1142.) We examine the facts presented to
the trial court and determine their effect as a
matter of law. (Parsons v. Crown Disposal Co.
(1997) 15 Cal.4th 456, 464; Hagen v.
Hickenbottom (1995) 41 Cal.App.4th 168,
172.) We may affirm a summary judgment on
any correct legal theory, even if the trial court
relied on a different theory to reach the same
conclusion. (Carnes v. Superior Court (2005)
126 Cal.App.4th 688, 694; California School of
Culinary Arts v. Lujan (2003) 112 Cal.App.4th
16, 22.)
In Tameny v. Atlantic Richfield Co.
(1980) 27 Cal.3d 167, the Supreme Court held
that an employer’s right to discharge an at-will
employee is subject to limits imposed by
fundamental public policy concerns. (Id. at pp.
172, 178.) Public policy concerns fall
the employee (1) to provide information, cause
information to be provided, or otherwise assist
in an investigation regarding any conduct
which the employee reasonably believes
constitutes a violation of [18 U.S.C] section
1341 [mail fraud], 1343 [wire fraud], 1344
[bank fraud], or 1348 [securities fraud], any
rule or regulation of the Securities and
Exchange Commission, or any provision of
Federal law relating to fraud against
shareholders, when the information or
assistance is provided to or the investigation is
conducted by (C) a person with supervisory
authority over the employee (or such other
person working for the employer who has the
authority to investigate, discover, or terminate
misconduct) . . . .’ 18 U.S.C. § 1514A(a)(1)(C).”
(Sequeira v. KB Home (S.D.Tex. 2009) 716
F.Supp.2d
539,
549-550.)
This
“whistleblower” protection
“serves
to
‘encourage and protect [employees] who
report fraudulent activity that can damage
innocent investors in publicly traded
companies.'” (Day v. Staples, Inc. (1st Cir.
2009) 555 F.3d 42, 52.) 4
Page 12
Page 13
into four categories: termination for (1)
refusing to violate a statute; (2) performing a
statutory obligation; (3) exercising a
constitutional or statutory right or privilege;
and (4) reporting a statutory violation for the
benefit of the public. (Green v. Ralee
Engineering Co. (1998) 19 Cal.4th 66, 76.) The
public policy must be “‘tethered to’ eithe r a
specific constitutional or statutory provision,”
it “must be ‘public’ in that it ‘affects society at
large’ rather than the individual, must have
been articulated at the time of discharge, and
must be ‘”fundamental”‘ and ‘”substantial.”‘
[Citations.]” (Ibid.)
The reasonable belief requirement of
Sarbanes-Oxley has both a subjective and an
objective component. (Day v. Staples, Inc.,
supra, 555 F.3d at p. 54.) The employee must
make his complaints in “subjective good faith,”
that is, the employee must “‘actually believe[]
the conduct complained of constituted a
violation of pertinent law.'” (Id. at p. 54 and fn.
10.) The employee must also have “an
objectively reasonable belief that the conduct
constituted securities fraud or shareholder
fraud,” specifically one of the types of fraud
specified in the act. (Id. at pp. 54-55.)
The Sarbanes-Oxley Act provides that
“‘[n]o [publicly-traded company] . . . may
discharge, demote, suspend, threaten, harass,
or in any other manner discriminate against an
employee in the terms and conditions of
employment because of any lawful act done by
In order “[t]o have an objectively
reasonable belief there has been shareholder
fraud, the complaining employee’s theory of
such fraud must at least approximate the basic
elements of a claim of securities fraud.
‘Securities fraud’ itself has additional relevant
elements. The elements of a cause of action for
B. Wrongful Termination
-7-
Gillis v. Warner Bros. Home Entm’t. Inc. (Cal. App., 2012)
securities fraud ‘resembl[e] . . . common-law
tort actions for deceit and misrepresentation.’
[Citation.] Those elements typically include a
material misrepresentation or omission,
scienter, loss, and a causal connection between
the misrepresentation or omission and the
loss. [Citation.] Securities fraud under section
10(b) and Rule 10b-5 requires: ‘(1) a material
misrepresentation or omission; (2) scienter;
(3) connection with the purchase or sale of a
security; (4) reliance; (5) economic loss; and
(6) loss causation.’ [Citation.] The employee
need not reference a specific statute, or prove
actual harm, but he must have an objectively
reasonable belief that the
company
intentionally misrepresented or omitted
certain facts to investors, which were material
and which risked loss.” (Day v. Staples, Inc.,
supra, 555 F.3d at pp. 55-56.)
the Sarbanes-Oxley Act, designed to address a
fraud on company shareholders that arose
from plaintiff’s supervisor’s alleged conflict of
interest and taking of kickbacks in connection
with the supervisor’s relationship with a
company called High Radius, which did
business with defendant and allegedly was
owned by a friend of plaintiff’s supervisor.
“Plaintiff’s complaint was not sufficiently
tethered to the statutory provisions of
Sarbanes-Oxley to be sufficiently ‘public,’
‘substantial and fundamental’ to support his
Tameny claim here. He has not revealed any
evidence showing that he actually meant to
address a Sarbanes-Oxley violation when he
reported his supervisor’s alleged conflict of
interest to the company, or that any complaint
by him that Sarbanes-Oxley had been violated
was subjectively or objectively reasonable. The
court would not expect him to use particular
‘buzz words’ in making the complaint, but
would expect that the complaints to
management would have been articulated in a
way to indicate some logical nexus to the
provisions of Sarbanes-Oxley. It was not.”
Complaints about internal company
practices that may not maximize shareholder
profit, may result in a loss of revenue or cost
the company money do not support an
objectively reasonable belief that shareholders
have been or are likely to be defrauded. (Day v.
Staples, Inc., supra, 555 F.3d at p. 56.)
Complaints about internal practices which are
not reported to shareholders likewise do not
support an objectively reasonable belief in
shareholder fraud. (Id. at p. 58.) Rather, the
complaints
“‘must
“definitively
and
specifically” relate to [one] of the listed
categories of fraud or securities violations
under 18 U.S.C. [section] 1514A(a)(1).'” (Van
Asdale v. International Game Technology
Specifically, the trial court found that
plaintiff failed to show that he could present
any evidence that Patel’s “relationship with
High Radius was something that he ever
reasonably would have expected to be
disclosed to shareholders or relied on by
shareholders. Plaintiff has not pointed to any
portion of Sarbanes-Oxley that would require
the relationship between High Radius and his
supervisor to be disclosed publicly. Therefore,
he has not shown that he can present evidence
of any subjectively or objectively reasonable
belief that there would be a misrepresentation
to shareholders or any intent by anyone to
induce reliance, or any causation of
shareholder reliance or damages. Nor is there
any indication that any loss of corporate
revenues that might have resulted from a
conflict of interest would have been
sufficiently significant to be
Page 14
(9th Cir. 2009) 577 F.3d 989, 996-997; Welch
v. Chao (4th Cir. 2008) 536 F.3d 269, 275.)
In granting the summary judgment
motion, the trial court found that plaintiff
could not “establish an essential element of his
[Tameny] cause of action—that his complaints
were a protected activity.” The court
explained: “Plaintiff claims that his complaints
to defendant were complaints for violations of
Page 15
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Gillis v. Warner Bros. Home Entm’t. Inc. (Cal. App., 2012)
‘material.’ These types of things would have to
be needed for there to have been a subjectively
or objectively reasonable belief that a
shareholder fraud was threatened as a result of
the supervisor’s alleged conflict of interest or
relationship with High Radius. (E.g., Day v.
Staples, Inc.[, supra,] 555 F.3d [at pp.] 52-58.)
[¶] . . . [¶]
accounts; 4) which directly implicated the
company’s SOX compliance functions related
to internal controls, risk accrual and the
quarterly audits to verify the company’s risk
provision, bad debt provision, debt
reconciliation and to test the department’s
assumptions regarding debt reconciliation.”
Page 16
“An employee’s mere concern that a
corporate policy is wasteful, inefficient,
imprudent, risky, involves accounting or other
financial irregularities, or will result in
reduced revenues due to things like crime or
embezzlement, does not automatically rise to
the level of a Sarbanes-Oxley violation.
[Citations.] [¶] If it did, employees could
refuse to cooperate with, obstruct and resist all
manner of management decisions, reached
through the exercise of management’s
business judgment, without fear of discipline
or termination. As the court stated in an
analogous situation in Patten v. Grant Joint
Union High School Dist.[, supra, 134
Cal.App.4th at p.] 1385: “‘To exalt . . .
exclusively internal personnel disclosures with
whistleblower status would create all sorts of
mischief. Most damagingly, it would thrust the
judiciary into micromanaging employment
practices and create a legion of undeserving
protected ‘whistleblowers’ arising from the
routine workings and communications of the
job site.'”
Plaintiff’s argument is not based on the
evidence presented on summary judgment.
Rather, he is attempting to transform his
complaints about Patel’s management and
violations of company policy into complaints
about a Sarbanes-Oxley violation.
Plaintiff’s initial complaints to HR were
focused on Patel’s management of CCO, that
Patel was causing morale problems by setting
unrealistic deadlines, imposing an excessive
workload, giving conflicting directives, and
blaming subordinates for his own mistakes.
Among his other complaints about Patel,
plaintiff expressed his concern that CCO staff
was being used to start up High Radius.
When plaintiff subsequently complained
to Employee Relations and the legal
department, he expressed concern that Patel’s
hiring of High Radius to develop a tool for
addressing returns was a bad business
decision because CCO already had an effective
tool for that. He also complained that WHV
resources were used to form High Radius, and
High Radius was sharing WHV’s processes
with other companies. Plaintiff believed that
WHV could “potentially lose a competitive
advantage that [it] currently hold[s] over other
companies” if High Radius sold software that
it created as a result of its relationship with
WHV to WHV’s competitors. Plaintiff
additionally complained that Patel had a
kickback agreement with High Radius, and
that when WHV paid for Patel to attend credit
industry conferences, Patel spoke about High
Radius.
Plaintiff argues that he complained to
Warner Bros. that Patel “had an illegal conflict
of interest with a vendor called High Radius
that was materially damaging the company’s
shareholders by: 1) siphoning off company
resources to aid in its start up; 2) allowing
access to and theft of proprietary accounting
processes used to reconcile millions of dollars
in accounts that were then offered to business
competitors; 3) ‘descoping’ a valuable
reconciliation tool in order to create a ‘gap’ to
allow High Radius to create a fix, that placed
untold millions of dollars at risk because
Patel’s conduct
prevented the
CCO
department from reconciling its vendor
-9-
Gillis v. Warner Bros. Home Entm’t. Inc. (Cal. App., 2012)
In written documents he submitted to
Employee Relations and the legal department
in early 2008, plaintiff wrote that he felt he
was “required to come forward with the
information that [he] passed along [about
High Radius] due to [his] signing Warner
Bros. Standards of Business Conduct, and
Warner Bros. Conflict of Interest documents.”
In his July 21, 2008 email to Chapman and
McNutt, plaintiff thanked them “for looking
into the High Radius situation, which
appeared to violate company policy . . . .” He
stated that he appreciated the fact Chapman
told him that he “did exactly what you would
hope employees would do in these situations
with regard to company compliance issues.”
of his complaints related to the specific types
of shareholder fraud listed in Sarbanes-Oxley.
(Van Asdale v. International Game
Technology, supra, 577 F.3d at pp. 996-997 ;
Welch v. Chao, supra, 536 F.3d at p. 275.) His
complaints about violations of company policy
do not support a subjectively reasonable belief
in shareholder fraud of the types specified in
Sarbanes-Oxley. (Day, supra, at pp. 56-58;
see, e.g., Platone v. U.S. Dept. of Labor (4th
Cir. 2008) 548 F.3d 322, 326-327 [plaintiff’s
complaints about billing discrepancies
without any attempt to tie them to a securities
violation and shareholder fraud insufficient
establish a Sarbanes-Oxley violation].)
Plaintiff’s belated attempt to tie his complaints
to Sarbanes-Oxley compliance finds no
support in the evidence.
Plaintiff wrote that he wanted to confirm
that he met his obligations “to Warner Bros.
with regard to Warner Bros. compliance
policies, such as, Conflicts of Interest,
In addition, there is nothing in the
evidence which would support an objectively
reasonable belief that Patel’s conduct
constituted mail fraud, wire fraud, bank fraud
or securities fraud. (Day v. Staples, Inc.,
supra, 555 F.3d at pp. 54-55; Sequeira v. KB
Home, supra, 716 F.Supp.2d at pp. 549-550.)
Plaintiff’s complaints, which essentially were
that Patel’s conduct was costing the company
money and aiding the company’s competitors,
do not support an objectively reasonable belief
that shareholders have been or are likely to be
defrauded. (Day, supra, at pp. 56, 58.)
Page 17
Ethical Business Practices Agreement,
Standards of Business Conduct, Protecting
Confidential Information, or any other policy
to which I am accountable. . . .” He
summarized his concerns as follows: (1) “Have
I fully met my obligation to the company on
this matter?” (2) “Confirmation that sharing
CCO process flows with Sashi in Jan. 2006 was
to be found in line with Company policy?” (3)
“Confirmation that pitching High Radius
processes developed by WHV to competitors is
OK per Company policy.”
Page 18
In sum, none of the evidence plaintiff
presented established a triable issue of
material fact as to whether plaintiff was
terminated for complaining about a SarbanesOxley violation. The trial court therefore did
not err in granting summary judgment on his
Tameny cause of action. (Code Civ. Proc., §
437c, subd. (p)(2); Aguilar v. Atlantic
Richfield Co., supra, 25 Cal.4th at p. 849.)
Nothing in the foregoing supports a
finding that plaintiff believed in good faith that
the conduct complained of constituted
shareholder fraud within the meaning of
Sarbanes-Oxley. (Day v. Staples, Inc., supra,
555 F.3d at p. 54 and fn. 10.) His stated
concerns were “Warner Bros. compliance
policies, such as, Conflicts of Interest, Ethical
Business Practices Agreement, Standards of
Business Conduct, Protecting Confidential
Information.” He sought confirmation that
Patel did not violate “Company policy.” None
C. Completion of Discovery
Code of Civil Procedure section 437c,
subdivision (h), provides: “If it appears from
-10-
Gillis v. Warner Bros. Home Entm’t. Inc. (Cal. App., 2012)
the affidavits submitted in opposition to a
motion for summary judgment or summary
adjudication or both that facts essential to
justify opposition may exist but cannot, for
reasons stated, then be presented, the court
shall deny the motion, or order a continuance
to permit affidavits to be obtained or discovery
to be had or may make any other order as may
be just.” If, and only if, the conditions of this
subdivision are met, a continuance or denial of
the summary judgment motion is required.
(Scott v. CIBA Vision Corp. (1995) 38
Cal.App.4th 307, 313-314; Wachs v. Curry
(1993) 13 Cal.App.4th 616, 623.) In order to
obtain a continuance pursuant to subdivision
(h) of Code of Civil Procedure section 437c, a
party must submit an affidavit showing: “(1)
the facts to be obtained are essential to
opposing the motion; (2) there is reason to
believe such facts may exist; and (3) the
reasons why additional time is needed to
obtain these facts.” (Wachs, supra, at p. 623.)
DISPOSITION
The judgment is affirmed. Warner Bros. is
to recover its costs on appeal.
JACKSON, J.
We concur:
PERLUSS, P. J.
ZELON, J.
——-Notes:
Before this meeting, Patel had told
plaintiff that he would be considered for the
vacant executive director position in CCO, but
plaintiff was never interviewed for the
position.
1.
In addition to the CCO positions,
hundreds of positions in other departments of
Warner Bros. were eliminated.
2.
Plaintiff contends that he was entitled to
complete his discovery in order to obtain
information
regarding Warner
Bros.’s
“investigation of the conflict of interest
charges against Patel; whether Warner Bros.
believed Plaintiff’s complaints were a
‘protected activity’; whether Plaintiff was
retaliated against; the causal link between
reporting the conflict of interest and
retaliation; and the issue of pretext. These
were crucial issues in the case.”
According to plaintiff, about this time
Lahr told him that he was happy with
plaintiff’s performance, he saw plaintiff as his
successor, and only 17 low level personnel in
CCO would be affected by outsourcing.
3.
“Whistleblower” protections such as
that provided by Sarbanes-Oxley reflect
fundamental and substantial public policy
concerns. (See Patten v. Grant Joint Union
High School Dist. (2005) 134 Cal.App.4th
1378, 1384-1386.) Other courts have found
that a wrongful termination cause of action
may be based on retaliation against an
employee for reporting Sarbanes-Oxley
violations. (E.g., Collins v. Beazer Homes
USA, Inc. (N.D.Ga. 2004) 334 F.Supp.2d
1365.)
4.
We agree with the trial court that “the
materials sought cannot change the nature of
the complaint made by plaintiff and cannot
affect the outcome of [the summary judgment]
motion. The court need not reach the balance
of the parties’ arguments, as the
Page 19
foregoing is dispositive.” Plaintiff failed to
make the requisite showing, and the trial court
did not err in refusing to grant a continuance
to plaintiff to complete further discovery.
——–
-11-
Sample Final Paper Format
Students should use this sample writing assignment format for the Final Paper.
However, you do not have to follow this format exactly if you prefer to complete the
assignment in a different way, as long as you include all of the material required.
[Student’s Name]
Business Law I (BLAW-2100-01)
[Date]
Case Analysis: [Name of Case]
I.
Facts
The facts of this case …. (include the facts that occurred before the initial lawsuit
was filed, who brought the initial lawsuit, the arguments of the parties in the lawsuit, and
the trial court’s reasoning and ruling, and, if appropriate, any appellate court rulings
issued before the current appeal.)
II.
Issues of Law
The legal issue(s) at stake in this case is/are …. (include all of the issues of law
that are raised by the case before the appellate or supreme court. This is the only
section of the Final Paper that should be written as a list or using bullet points.)
III.
The Court’s Ruling and Holding
(The court’s ruling on each issue listed in the Issues of Law, above, must be
included here. The number
On the first issue, the Court ruled that …. (include the appellate or supreme
court’s analysis of the facts, their application of the law to the facts of the case, the
court’s reasoning, and any other pertinent information about the court’s analysis.)
On the second issue, the Court ruled that …. etc.
The Court held …. (include the Court’s actual holding, e.g., trial court’s ruling is
affirmed, reversed and remanded, reversed and judgment is entered on behalf of
[plaintiff, defendant, appellant, appellee], etc.)
IV.
The Court’s Ruling Was Correct/Incorrect
The Court’s ruling in this case was correct/incorrect because ….
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