Legal Document: JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE OF CARMEN J. HADLEY VS HAROLD CRAWFORD CO., INC.

On February 12, 2020 a 2022.04.274 P's DEC of WAD Jr. was filed involving a dispute between Harold Crawford Co., Inc., James Welch As Personal Representative For The Estate Of Carmen J. Hadley, and Harold Crawford Co., Inc., for 06-CV Breach of Contract/Warranty-Civil Unlimited in the District Court of Kern County.

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1 William A. Daniels, Esq. (SBN 172042)
William A. Daniels, Jr., Esq. (SBN 315867)
2 DANIELS LAW
3 15021 Ventura Boulevard, #883
Sherman Oaks, CA 91403
4 Tel: 818/907-8073
Fax: 818/332-1284
5 Bill@DanielsLaw.com
6 Will@DanielsLaw.com

7 Attorneys for Plaintiff,
JAMES WELCH
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9 SUPERIOR COURT OF THE STATE OF CALIFORNIA
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FOR THE COUNTY OF KERN
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12 JAMES WELCH as personal Case No: BCV-20-100434TSC
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representative for the ESTATE OF
13 DECLARATION OF WILLIAM A.

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CARMEN J. HADLEY,
DANIELS, JR. AND EXHIBITS IN
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Plaintiff, SUPPORT OF PLAINTIFF JAMES
15 vs. WELCH'S MOTION FOR SUMMARY
ADJUDICATION

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16 [Filed concurrently with:
THE HAROLD CRAWFORD COMPANY,
INC.; DOES 1 through 25, inclusive, 1. Notice of Motion and Motion for
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Summary Adjudication;
18 Defendants. 2. Memorandum of Points and
Authorities;

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19 3. Separate Statement of Undisputed
20 Material Facts; and
4. [Proposed] Order.]

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DATE: August 16, 2022
22 TIME: 8:30 a.m.

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23 DEPT.: "17"

24 Assigned To: Hon. Thomas S. Clark
Dept: "17"

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Complaint Filed on: December 10, 2021
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DECLARATION OF WILLIAM A. DANIELS, JR. AND EXHIBITS IN SUPPORT OF
PLAINTIFF JAMES WELCH'S MOTION FOR SUMMARY ADJUDICATION
1 I,William A. Daniels, Jr., declare and state as follows:
2 1. I am an attorney duly licensed to practice before the courts of the State of

3 California and a partner with the Law Firm of Daniels Law, attorneys of
record for plaintiff James Welch, as personal representative for the Estate of
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Carmen J. Hadley ("Plaintiff'').
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2. This declaration is provided in support of the Motion for Summary
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Adjudication on behalf of Plaintiff.
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3. I have personal knowledge of the matters set forth in this declaration and if
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called as a witness, I could and would competently testify to the truth thereof.
9 4. Attached as Exhibit "1" is a true and correct copy of Plaintiff's Third Amended
10 Complaint filed December 10, 2021.
11 5. Attached as Exhibit "2" is a true and correct copy of the 2007 Harold
12 Crawford, Co. - Independent Contractor Agreement.

13 6. Attached as Exhibit "3" are true and correct copies of excerpts from the
deposition of Harold Crawford Co., Inc's Person Most Qualified, Celynn
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Womack, Vol. 1.
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7. Attached as Exhibit "4" is a true and correct copy of Harold Crawford
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Purchase Orders, Unpaid Vouchers and Payments 2010-2019.
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8. Attached as Exhibit "5" is a certified copy of the Carmen J. Handley
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Certificate of Death.
19 9. Attached as Exhibit "6" is a true and correct copy of a Payments to Carmen
20 Spreadsheet.
21 10.Attached as Exhibit "7" are true and correct copies of 1099 Miscellaneous
22 Income Documents from Harold Crawford Co., Inc. to Carmen Hadley dating

23 from 2016-2019.
11.Attached as Exhibit "8" are true and correct copies of excerpts from the
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deposition of Harold Crawford Co., Inc's Person Most Qualified, Celynn
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Womack, Vol. 2.
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DECLARATION OF WILLIAM A. DANIELS, JR. AND EXHIBITS IN SUPPORT OF
PLAINTIFF JAMES WELCH'S MOTION FOR SUMMARY ADJUDICATION
1 Ideclare under penalty of perjury under the laws of the State of California that
2 the foregoing is true and correct and that this document was executed on April 27,

3 2022, in Los Angeles, California

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6 ,__,_�, 1els, Jr.
7 Attorney for Plaintiff
JAMES WELCH, as personal
8 Representative for the estate of
CARMEN J. HADLEY
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DECLARATION OF WILLIAM A. DANIELS, JR. AND EXHIBITS IN SUPPORT OF
PLAINTIFF JAMES WELCH'S MOTION FOR SUMMARY ADJUDICATION
EXHIBIT 1
ELECTRONICALLY ILED
12/10/ 20211:14 PM
1 William A. Daniels, Esq. (SBN 172042) Kern County Superior ourt
William A. Daniels, Jr., Esq. (SBN 315867) By Vanesa Jackson, D puty
2 DANIELS LAW
3 15021 Ventura Boulevard, #883
Sherman Oaks, CA 91403
4 Tel: 818/907-8073
Fax: 818/332-1284
5 Bill@DanielsLaw.com
6 Will@DanielsLaw.com

7 Attorneys for Plaintiff,
JAMES WELCH
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9 SUPERIOR COURT OF THE STATE OF CALIFORNIA
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FOR THE COUNTY OF KERN
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12 JAMES WELCH as personal Case No: BCV-20-100434TSC
representative for the ESTATE OF
13 THIRD AMENDED COMPLAINT FOR
CARMEN J. HADLEY,
BREACH OF CONTRACT
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Plaintiff,
15 vs. Assigned To: Hon. Thomas S. Clark
Dept: "17"
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HAROLD CRAWFORD COMPANY, INC.;
17 DOES 1 through 25, inclusive,
18 Defendants.
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Plaintiff James Welch as personal representative and special administrator for the
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Estate of Carmen J. Hadley alleges:
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I. PARTIES
24 1. Plaintiff, James Welch ("Plaintiff) is both the personal representative for the
25 Estate of Carmen J. Hadley in the State of Washington, and the special administrator
26 for the Estate of Carmen J. Hadley in the State of California (Case Number: BPB-21-
27 002404). He is a resident of the State of Washington.
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1
THIRD AMENDED COMPLAINT FOR BREACH OF CONTRACT
1 2. Defendant Harold Crawford Company, Inc. ("Defendant") is a California
2 corporation located in Bakersfield, California.

3 3. Plaintiff does not know the true names or legal capacities of defendants sued
herein as Does 1 to 25, who are therefore sued in their fictitious capacity and
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designation. Plaintiff, based on information and belief, and based thereon allege that
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each of the fictitiously designated defendants was the agent or employee of each of the
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remaining defendants or was otherwise in some other fashion legally responsible for
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the acts, error or omissions alleged herein, and the resulting damages to Plaintiff
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caused thereby. Plaintiff will seek leave of court to amend this complaint when the true
9 names and legal capacities of the Doe defendants have been ascertained.
10 4. At all times herein alleged, each defendant acted within the course and scope of
11 their agency/employment with the remaining defendants, and in doing the things
12 alleged herein, did so with the permission, ratification and/or approval of their co

13 defendants.
5. Plaintiff, based on information and belief, and based thereon alleges, that each
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of the defendants, whether specifically named or designated herein as a Doe, were the
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actual and ostensible agents, managing agents, joint venturers, management
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companies, servants and employees of each of the remaining named and Doe co
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defendants, and were acting within the course and scope of said agency, joint venture,
18 reinsurance agreement, co-insurance agreement, service, authority and employment
19 with the knowledge, authorization, acquiescence and ratification of each remaining
20 named and Doe defendant.
21 II.STANDING
22 6. On September 13, 2019, Carmen J. Hadley ("Mrs. Hadley") died of Leukemia.

23 7. Mrs. Hadley was survived by her partner, James Welch, and two sons, Tennison

24 and Tyler Hoofard.
8. Mrs. Hadley's testamentary wishes were set out in the Last Will and Testament
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of Carmen J. Hadley (attached as Exhibit "1") and the James Welch and Carmen
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Hadley Revocable Trust (attached as Exhibit "2").
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9. The Last Will and Testament of Carmen J. Hadley appoints James Welch as
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Personal Representative of Mrs. Hadley's estate. The document also leaves "all the
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THIRD AMENDED COMPLAINT FOR BREACH OF CONTRACT
1 remainder and residue" of Mrs. Hadley's estate to the "James Welch and Carmen
2 Hadley Revocable Trust."

3 10. The James Welch and Carmen Hadley Revocable Trust states that if James
Welch survives Carmen J. Hadley that the entire remaining trust estate shall be divided
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equally and distributed to James Welch, Tennison D. Hoofard, and Tyler S. Hoofard.
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11. On October 15, 2019, James Welch was appointed as personal representative
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for the estate of Carmen J. Hadley by the state of Washington.
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12. On April 30, 2021, James Welch was appointed as the special administrator of
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the Estate of Carmen J. Hadley in the State of California, case number: BPB-21-
9 002404 (attached as Exhibit "3").
10 13. On June 29, 2021, James Welch was confirmed as personal representative in
11 the State of California. (Exhibit "4.")
12 14. James Welch has standing to bring this lawsuit as the special administrator for

13 the Estate of Carmen J. Hadley pursuant to California Probate Code section 8540
which states in part that, "the court may appoint a special administrator to exercise any
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powers that may be appropriate under the circumstances for the preservation of the
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estate."
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15.Additionally, James Welch has standing as the personal representative for the
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Estate of Carmen J. Hadley pursuant to California Code of Civil Procedure section
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377.20, which states, "Except as otherwise provided by statute, a cause of action
19 for ... a person is not lost by reason of the person's death, but survives subject to the
20 applicable limitations period."
21 16. California Probate Code section 9820(a) allows personal representatives to
22 commence and maintain actions on behalf of the estate.

23 17.A personal representative is defined in California Probate Code section 58(a)

24 and includes "a person who performs substantially the same function under the law of
another jurisdiction governing the person's status."
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18. James Welch was appointed as personal representative for the Estate of
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Carmen J. Hadley under the laws of the state of Washington and performs
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substantially the same function as a personal representative appointed under California
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Probate Code section 58(a).
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THIRD AMENDED COMPLAINT FOR BREACH OF CONTRACT
1 19. California Code of Civil Procedure section 369 allows for personal
2 representatives, as defined by Section 58(a) of California Probate Code, to sue without

3 joining the persons for whose benefit the action is prosecuted.
II.BREACH OF CONTRACT
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20. On or about November 1, 2007, James Hadley and Defendants entered into a
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written agreement in connection with Hadley's services for The Harold Crawford
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Company, Inc. ("2007 Agreement"). A true copy of the agreement is attached as
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Exhibit "5."
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21. The 2007 Agreement provides at section 4.8 that should James Hadley die
9 prior to 2014, his surviving spouse, Carmen J. Hadley, will receive $100,000 per year
10 until 2014 and $75,000 per year from 2015, through 2025.
11 22.James Hadley passed away prior to 2014 and Defendants commenced
12 payments to Carmen J. Hadley as provided by the Agreement.

13 23.A dispute ensued regarding Defendant's obligations under the 2007 Agreement.
On or about January 20, 2013, Carmen J. Hadley and Defendant entered into a further
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agreement, which in pertinent part (see, e.g., Section 7) reaffirmed Defendant's
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obligation to perform according to the terms of the 2007 Agreement. (Exhibit "6.")
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24. On September 13, 2019, Carmen J. Hadley passed away at the age of fifty-nine
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(59).
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25. The 2007 Agreement states at section 7.6 that it "shall inure to and for the
19 benefit of and be binding upon each party's respective ...beneficiaries ...heirs
20 ... successors, and all others acting for, under, or in concert with it ... past, present and
21 future."
22 26. On October 22, 2019, counsel for James Welch, Don Kelley, Esq., advised

23 Defendants by letter that Carmen J. Hadley had passed away and that James Welch
was named as her personal representative. Mr. Kelley requested that payments due
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under the Agreement be redirected to a new account opened in the name of the Estate
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of Carmen Hadley at Chase Bank and provided the Estate's mailing address.
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27. On October 25, 2019, counsel for Defendants, Grover H. Waldon, Esq., wrote to
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Mr. Kelley, advising him that Defendants would not continue payments under the
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Agreement.
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THIRD AMENDED COMPLAINT FOR BREACH OF CONTRACT
1 28. Defendants breached the contract by failing to pay amounts due under the
2 Agreement.

3 29. Defendants have caused the Plaintiff damage in an amount according to proof.
PRAYER
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WHEREFORE, Plaintiff prays for judgment against Defendants and each of them
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as follows:
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1. For consequential damages, including special damages and out ofpocket
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expenses resulting therefrom in an amount according to proof;
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2. For general damages according to proof.
9 3. For attorney fees.
10 4. For interest according to proof.
11 5. For such other further relief as the Court may deem just and proper.
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13 DATED: December 10, 2021 DANIEL

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By:.......____:_::::...____,__=---------::,�'""'-----
15 . ., sq.
16 Attorneys for Plaintiff
JAMES WELCH
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19 JURY TRIAL DEMAND

20 The Plaintiff hereby demands a trial by jury.

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DATED: December 10, 2021
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24 William A. Dan Is, Jr., Esq.
Attorneys for Plaintiff
25 JAMES WELCH
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THIRD AMENDED COMPLAINT FOR BREACH OF CONTRACT
1

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PROOF OF SERVICE

3 STATE OF CALIFORNIA
) ss.
4
COUNTY OF LOS ANGELES )

I am employed in the aforesaid county; I am over the age of 18 and not a party to
6 the within action; my business address is 15021 Ventura Boulevard, #883, Sherman
Oaks, California 91403. My E-Mail address is Will@DanielsLaw.com

8 On December 10, 2021, I served the foregoing documents described as:

9 THIRD AMENDED COMPLAINT
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on the interested parties in this action by placing a true copy thereof enclosed in a
11 sealed envelope addressed as follows:

12 SEE ATTACHED SERVICE LIST
[ ] (VIA US MAIL) I caused such envelope(s) to be deposited in the mail at Los Angeles,
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California with postage thereon fully prepaid. I am "readily familiar" with the firm's practice of collection
and processing correspondence for mailing. It is deposited with the U.S. Postal Service on that same day
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in the ordinary course of business
15 [ ] (VIA FEDERAL EXPRESS) I caused to have served such document(s) by depositing them
in the drop box with delivery fees paid or provided for, addressed to the person on whom it
16 to be served at Encino, California, for priority overnight next day delivery.
[ ] (VIA FACSIMILE) From FAX No. 818-332-1284 to the person(s) and facsimile number(s)
17 indicated on the attached mailing list. The facsimile machine I used complied with Rule
2003(3), and no error was reported by the machine. Pursuant to Rule 2005(i), I caused the
18 machine to print a record of the transmission.
[ ] (VIA PERSONAL SERVICE) I delivered such envelope(s) by hand to the offices of the
19 addressee.
20 [X] (VIA E-MAIL) I caused to have such documents sent by electronic service [Fed. Rule Civ.
Proc. Rule 5(b)(2)(a)] by electronically mailing a true and correct copy through Bill Daniels I
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Law Offices, APC's electronic mail system to the e-mail address(s) set forth
[X] (STATE) I declare under penalty of perjury under the laws of the State of California that the
22 above is true and correct.

23 Executed on December 10, 2021, at Los Angeles, California
24 1. declare that I am employed in the office of a member of the bar of this Court at
25 whose direction service was made.

26 I declare under penalty of perjury under the laws of the United States and the
State of California that the above is true and co �
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Willia A niels, Jr.

PROOF OF SERVICE
1 SERVICE LIST
2
BCV-20-100434TSC
WELCH v. HAROLD CRAWFORD COMPANY
3

5 Dustin S. Dodgin, Esq.
KLEIN, DENATALE, GOLDNER, COOPER, ROSENLIEB & KIMBALL, LLP
6 4450 California Ave., Second Floor
Bakersfield, CA 93309
7 Tel: 661-395-1000
8 E-mail: DDodgin@KleinLaw.com
Attorney for the Defense

2
PROOF OF SERVICE
EXHIBIT 1
DUPLICAlE ORIGINAL
HAROLD CRAWFORD CO-INDEPENDENT CONTRACTOR AGREEMENT
James. Hadley

THIS AGREEMENT is made this first (1st) day of November, 2007, by and between JAMES
HADLEY, an individual doing business as BADLEY ENTERPRISES ("Hadley"), and THE
HAROLD CRAWFORD COMPANY, INC., a California corporation, ("HCC") in Bakersfield,
California, who expressly agree and contract as follows:

ARTICLE I. RECITALS

1.1. The parties wish to enter into a definite agreement, with this Agreement replacing
any and all earlier agi:eements.

1.2. The purpose of this Agreement is to have consistenoy and sustain the management
of HCC for the next 7 years so debt can be paid down and a new President of HCC can be
trained to transition into ,President of HCC by 2014 or before. HCC must invest in a stable
management and administration to satisfy customer needs and accomplish the above objectives.

1.4. Thus, HCC and Hadley desire to enter into the following agreement that wiU
serve as an Independent Contractor agreement.

ARTICLE II. DUTIES. OBLIGATIONS
AND RESPONSIBILITIES OF CRAWFORD

2.1. 'Generally. During the term of this Agreement, Hadley shall perform those services
and possess those duties, obligations and responsibilities as is nonnal and customary for a
. President/Chief Executive Officer under the laws of the State of California and HCC's rules and
regulations: Hadley will report to the Board of Directors.

2.2. Duties. In addition the services specified in Paragraph 2.1, Hadley's duties shall
include, but are not necessarily limited to, the following:

a. To grow HCC sales and profits.
b. To control expenses.
c. To position and train employees for advancement.
d. To train and position a new company leader within 7 years.
e. To serve as board member or Chairman of the Board.
f. Hadley, in order to accommodate customer needs, will be available during
all vacation da;ys for business decisions or problems.
2.3. Performance. WWle it is the intent of Hadley to use his reasonable and best efforts
in the perfonnance of his duties, obligations and responsibilities under this Agreement> Hadley
cannot and does not guarantee any specific results,
ARTICLE III. DUTIBS, OBLIGATIONS
AND RESPONSIBILITIES OF HGC

HCC shall provide Hadley with the compensation, benefits and other reimbursements
specified in Article IV.

ARTICLE IV. COMPENSATION

4.1. Compensation. In consideration of the services to be perfonned by Hadley during
the term of this Agreement, HCC agrees to pay Hadley an annual base salary of $225,000.00 paid
bi-monthly (the HSalary',). Salary is to be consideroo end adjusted by the Board of Directors
every year based on cost of living and company profits (up or down) and overall job
performance. Also, Salary is subject to adjustment by HCC Board of Directors if the "Gross
Earnings" of HCC, as determined by HCC's outside accountant, drQp twenty"five percent (25%)
or more from the prior fiscal year.

4.2. Bonus. The parties acknowledge, understand and agree that Hadley shall have a
bonus schedule 'an the following Net Income levels before taxes, write offs and bonuses. For
purposes of this Agreement, 1'Net Income" will be based on an accrual, consolidated basis of the
various Harold 'Crawford entities including HCC, Harvest Crown, Diversified Ag, Cal Tex and
any other Harold Crawford entity as detennined by HCC outside accountant. "Net income" will
be on the a<:crual, consolidated basis before bonuses.

The bonus will be fifteen percent (15%) of the Net Income before bonus and taxes.

The bonus will be calculated on a quarterly basis and should be paid based on cash availability as
determined by the company accountant and approved by the Board of Directors.

4.3. S-Coworntion distributions. The parties acknowledge) understand and agree that
Hadley will receive 50% of the distributions of the $-corporation distributions as detennined by
the Board of Directors, until the Class "C" shareholders are completely vested which is
tentatively scheduled to occur on January 1, 2011.

4.4. Medical Benefits. The parties acknowledge, understand and agree that HCC will
provjc,1�Hadley the following medical benefits for the tenn of this Agreement:

a. Medical/DenW/Yision. HCC will provide Hadley with Medical, Dental,
and Vision insurance in am anner that is substantially the same as it currently provides to
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Hadley. HCC will also provide Hadley's spouse (the "Spouse ) the same coverage for the term
of this Agreement. Upon Hadley and/or the Spouse turning 65, HCC will provide Medfoare
supplemenfiil insurance to produce an equivalent insurance program to the current insurance
being offered to HCC 1 s other employees for the term of this Agreement.

Independent Contractor Agreement
Jamei, Hadley 2
b. Life Insurance. HCC will continue to fund a $1S0,000 life insurance
policy which Hadley is the insured and owner (note: this is a $250,000 polioy that Hadley pays
40% and HCC pays 60% of the premium) through the term of the Consulting Agreement. In
addition to this policy HCC will continue to fund a $500,000 insurance policy which Hadley is
the insured and HCC is the owner; the funds from this policy will be used by HCC to purchase
Hadley stock, if necessary.

c. Long Term Care. HCC will continue throughout the term of this
Agreement to PilY for the existing long-term care policy for Hadley.

4.5. Other Benefits. The parties aclmowledge, understand and agree that HCC will
provide }Iadley the following fringe booefits for the term of this Agreement;

a, Vacation. Hadley will receive 30 days paid vacation days each calendar
year. In addition, Hadley will annually receive 20 company paid 14 day advance ooaeh plane
tickets to and from Portland and Bakersfield. (Notwithstanding the foregoing, the cost of the
plane tickets shall not to exceed an accrued cumulative total of $6,000.00 per calendar year).
Hadleyj in order to accommodate customer needs, will be available during all vacation and travel
days for business decisions or problems,

b. Company Cw:. HCC shall provide Hadley with a reasonable company car
or SUV similar to the one he has at the time of this Agreement for the tenn of this. Agreement.
HCC shall provide or reimburse Hadley for all reasonable maintenance, insurance and gasoline
expenses for use in the vehicle.

4.6. Disability. If Hadley is totally disabled (unable to perform his duties as the
President/CEO) before December 31, 2014, then Hadley will �e paid a $150,000.00 annual
salary (the "Disability") bi-monthly plus the fifteen percent (15%) bonus pursuant to Section 4.2
for the balance·of this Agreement. The Board of Directors and appropriate medical professionals
will detennine if Hadley qualifies for the Disability.

4.7. Retirement. Following Hadley's retirement, Hadley shall be compensated under a
"Consulting Agreement" to be prepared.

4.8. �- Upon Hadley's death, if after 2014, the Spouse shall receive Seventy Five
Thousand Dollars and No Cents ($75,000.00) through 2025. If Hadley passes away before 2014,
the Spouse will receive $100,000 until 2014 and $75,000 from 2015 through 2025. Also see
Paragraph 4.3 of this Agreement.

4.9. Withholding Taxes. HCC shall not deduct or withhold from any and all
compensation paid to Hadley hereunder any and all sums required for federal and state income
truces, social security taxe9 and other similar withholding now applicable or that may be enacted and
become applicable in the future. Hadley shall be solely responsible for payment of all federal and
state income taxes, social security taxes, and other similar withholding and shall defend and
indemnify HCC for any such taxes related to this Agreement including any audit by a federal or
state agency.

Independent Contractor Agreement
James Hadley 3
4.10. Ownership Interest. Nothing in this Agreement shall be construed to give Hadley
any additional ownership interest in the business of HCC or HCC itself Hadley specifically
acknowledges that neither HCC, nor its shareholders have made any promise or representation
regarding any future sale of an interest in HCC to Hadley.

ARTICLE V. TERM OF
AGREEMENT; TERMINATION

S.1. Tum!, This Agreement shall commence on November 1, 2007, and shall continue
until December 31, 2014) unless Hadley voluntarily retires or dies prior to that date. Starting
January 1, 2015� Hadley shall possess the option to extend this Agreement on a year-to-year
basis upon the same tenns and conditions until terminated by the parties under Section S.2 or
until Hadley voluntarily retires, becomes pennanently and completely disabled, or dies.

. 5.2. Tennination by the Parties. The parties may jointly tenninate this Agreement in
writing at any time effective upon a mutually agreeable date.

5.3. Tennination by HCC with Cause. HCC can tenninate this Agreement upon
obtaining a judicial detennination that Hadley: (i) committed an act of dishonesty, fraud,
misrepresentation, or other acts of moral twpituda, or (ii) any material breach of this Agreement
that would prevent the effective perfomtance of Hadley's duties, or (iii) habitually neglecting the
duties which Hadley is required to perfonn under the tenns of this Agreement.

Upon termination under this Article V, HCC shall purchase all Hadley's HCC stock
according to the terms of a "Buy-SeU Agreement," to be prepared.

ARTICLE VI. CONDUCT
,AFTER TERMINATION

6.1. Business Books and Records. All books and records, including, but not limited to,
computer records, arising out o� concerning or relating in any way to HCC's business affairs,
whether prepared by Hadley or otherwisei shall be the sole. and ex.elusive propei:ty- of HCC. All
such books and records shall be immediately returned to HCC by Hadley upon tennination of this
Agreement. · ...

6.2. Unfair Conwetition. Because of his employment by HCC> Hadley shall have
access to trade secrets and confidential infonnation about HCC, its products, varieties, its
customers, and its methods of doing business. In consideration of his access to this infonnation,
Hadley agrees ·that for a period of one (1) year after tennination of this Agreement, he shall not,
use such trade secrets and confidential infonnation to directly or indirectly compete with HCC.
(For the purposes of this Paragraph, Hadley acknowledges, understands and agrees that use of
such trade secrets or confidential infonnation 1n direct competition means design, development,
production, promotion, or sale of products or services competitive with those of HCC. Hadley

Independent Contractor Agreement
James Badley 4
also acknowledges, understands and agrees that use of such trade secrets or confidential
infonnation in indirect competition means employment · by any competitor or third party
providing products competing with HCC1s products, for which Hadley shall perfonn the same or
similar function as he performs for HCC. Notwithstanding the foregoing, HCC may be employed
with another agricultural business within one (1) year after tennination of this Agreement, that in
fact competes with HCC, as long as Hadley does not use HCCs trade secrets or CQnfidential
information to directly or indirectly compete with HCC.

6.3. Non-Disclosure. In the course of his employment, Hadley shall have access to
confidential documentation, files, infonnation and records pertaining to HCC's customers and to
the relationship between these customers and HCC. Said documentation, files, infonnation and
records is considered secret and is disclosed to Hadley in confidence. During his employment by
HCC and for one (1) year after termination of this Agreement, Hadley shall not directly or
indirectly disclose or use any such information except as required in the course of his
employment by HCC. However thls Paragraph shall not apply to any part of such infonnation
that: (a) was at the time of disclosure, or thereafter becomes, generally available to the public
other than as a result of a disclosure by Hadley; {b) was, at the time of disclosure, already in
Hadley's possession on a lawful basis; or, (c) is lawfully acquired by Hadley from a third party
under no duty, obligation or responsibility of confidence to HCC.

6.4. Solicitation of Employees. During his- employment by HCC and for a period of
one (1) year following the tennination of this Agreement, Hadley agrees not to: (i) directly or
indirectly induce or attempt to induce any other employee of HCC to leave HCC; (ii) hire or
cause to be hired any.employee of HCC; or; (iii) induce or attempt to induce any employee of
HCC to join Hadley at any company or business which Hadley has an affiliation with or by
which Hadley is employed.

ARTICLE VIl. MISCELLANEOUS PROVISIONS

7.1. !mforce!!Mfilx. The ri�ts granted to the parties ere of a special and unique kind and
character, and if there is a breach by any party of any material provision of this Agreement, the
other party would not have any adequate remedy at law. Also, the Covenant is necessary,
fundamental, and required for the protection of the Business. It is expressly agreed that the rights of
the parties may be enforced by any action for specific perfQnnance and such other equitable
remedies as proylded under the laws of the State California, including, but not limited to, injunctive
relief.

7.2. .Attorneys' Fees and Disbursements. In the event of any action at law or in equity
between the parties to enforce or interpret this Agreement, the unsuccessful party to such litigation
shall pay to the sticcessful party aJl costs and expenses, including reasonable attorneys' fees and
disbursements, incurred therein by such successful party and, if such successful party shall recover
judgment in any such action or proceedings, such costs, expenses and attorneys' fees and
disbursements may be inoluded in and as a part of such judgment. The successful party shal

Case Info

Judge

Clark, Thomas S. Track Judge’s New Case

Case No.

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Document Filed Date

April 27, 2022

Case Filing Date

February 12, 2020

County

Parties

DANIELS, WILLIAM A Attorney for the Plaintiff
DANIELS, WILLIAM A Attorney
DANIELS, WILLIAM A Attorney for the Plaintiff
DODGIN, DUSTIN S Attorney for the Defendant
DODGIN, DUSTIN S Attorney
DODGIN, DUSTIN S Attorney for the Defendant
HAROLD CRAWFORD CO., INC. Defendant
HAROLD CRAWFORD CO., INC. Cross Complainant
HAROLD CRAWFORD CO., INC. Defendant
JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE OF CARMEN J. HADLEY Plaintiff
JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE OF CARMEN J. HADLEY Cross Defendant
JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE OF CARMEN J. HADLEY Plaintiff
Mayra Estrada Attorneys for Defendants
Thomas McIntosh Attorneys for Plaintiffs
Charles Bennett Attorney
Sinead Kelly Attorney
John Komar Attorneys for Defendants
Carmen Hallmeyer Attorney
Grover Waldon Attorney
Joshua Wilson Attorney
Ira Stoker Attorneys for Plaintiffs
Alexander Lim Attorney
Daniel Alexander Attorney
Stephen Boyle Attorney
Don Kelley Attorney
Jeffrey Behar Attorney
Arthur Willner Attorney
Garry Montanari Attorney
James Hall Attorney

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Document for JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE OF CARMEN J. HADLEY VS HAROLD CRAWFORD CO., INC.

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