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BRUCE A. SCHEIDT, State Bar No. 155088
bscheidt@kmtg.com
CHRISTOPHER ONSTOTT, State Bar No. 225968
constott@kmtg.com
ERROL C. DAUIS, State Bar No. 279313
edauis@kmtg.com
KRONICK, MOSKOVITZ, TIEDEMANN & GIRARD
A Professional Corporation
400 Capitol Mall, 27" Floor
Sacramento, California 95814
Telephone: (916) 321-4500
Facsimile: (916) 321-4555
Attorneys for Plaintiff/Cross-Defendant
GOLDEN PACIFIC BANK, N.A.
ELECTRONICALLY
FILED
Superior Court of Califomia,
County of San Francisco
09/02/2016
Clerk of the Court
BY-:ROMY RISK
Deputy Clerk
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF SAN FRANCISCO
GOLDEN PACIFIC BANK, N.A.,
Plaintiff,
v.
BILLFLOAT, INC., RYAN GILBERT, SEAN
O'MALLEY, and DOES 1-50, inclusive,
Defendants.
BILLFLOAT, INC.
Cross-Complainant,
Vv.
GOLDEN PACIFIC BANK, N.A., and ROES
1-50,
Cross-Defendants.
/if
Jif
/if
f/f
1468680.1 4023-004
Case No. CGC-16-549804
GOLDEN PACIFIC BANK'S NOTICE OF
HEARING ON DEMURRER AND
DEMURRER TO CROSS-COMPLAINT
Judge: Hon. Hon. Harold E. Kahn
Date: September 27, 2016
Time: 9:30 a.m.
Dept.: 302
Reservation No. 09010927-12
Case Transferred
from Sacramento County: January 11, 2016
Trial Date: None Set
GOLDEN PACIFIC BANK'S NOTICE OF HEARING ON DEMURRER AND
DEMURRER TO CROSS-COMPLAINTTO DEFENDANT AND CROSS-COMPLAINANT AND ITS ATTORNEYS OF RECORD:
PLEASE TAKE NOTICE THAT on September 27, 2016, at 9:30 a.m., or as soon
thereafter as counsel may be heard, in Department 302 of the above-captioned Court, located at
400 McAllister, San Francisco, CA 94102, Plaintiff and Cross-Defendant GOLDEN PACIFIC
BANK, N.A. ("Golden Pacific Bank") will and hereby does demur to Defendant and Cross-
Complainant BILLFLOAT, INC.'s ("BillFloat's") Cross-Complaint.
This demurrer is based on this Notice of Hearing on Demurrer and Demurrer, the
accompanying Memorandum of Points and Authorities; the Request for Judicial Notice; the
Appendix of Federal Authorities; the Declaration of Errol C. Dauis; all papers, all pleadings, and
documents on file herein; and on such further argument and evidence as may be presented at the
hearing. Golden Pacific Bank will and hereby does, request that the Court sustain its demurrer
without leave to amend.
DEMURRER
Golden Pacific Bank's demurrer is made on the following grounds:
1. BillFloat's First Cause of Action for Breach of Fiduciary Duty, Eleventh Cause of
Action for Intentional Interference with Contractual Relations, Twelfth Cause of Action for
Intentional Interference with Prospective Economic Advantage, Fourteenth Cause of Action for
Theft of Trade Secrets, and Fifteenth Cause of Action for Unfair, Unlawful and/or Fraudulent Acts
or Practices Pursuant to Business and Professions Code section 17200 are barred by res judicata
and collateral estoppel, and the Court has no jurisdiction of the subject of these causes of action
against Golden Pacific Bank. (Code Civ. Proc., § 430.10(a).)
2. BillFloat's Second, Third, and Fourth Causes of Action for Declaratory Relief fail
to state facts sufficient to constitute a cause of action against Golden Pacific Bank. (Code Civ.
Proc., § 430.10(e).) Alternatively, BillFloat's Second, Third, and Fourth Causes of Action for
Declaratory Relief are "not necessary or proper" under "all the circumstances." (Code Civ. Proc.,
§ 1061.)
3. BillFloat's Thirteenth Cause of Action for Judicial Reference is not necessary, as it
merely seeks to effectuate the Second, Third, and Fourth Causes of Action for Declaratory Relief
1468680.1 14023-004 1
GOLDEN PACIFIC BANK'S NOTICE OF HEARING ON DEMURRER AND
DEMURRER TO CROSS-COMPLAINT26
27
which are "not necessary or proper" under “all the circumstances" (Code Civ. Proc., § 1061), and
fails to state facts sufficient to constitute a cause of action against Golden Pacific Bank. (Code
Civ, Proc., § 430.1 0(e).)
4. BillFloat's Eleventh Cause of Action for Intentional Interference with Contractual
Relations and Twelfth Cause of Action for Intentional Interference with Prospective Economic
Relations fail to state facts sufficient to constitute a cause of action against Golden Pacific Bank.
(Code Civ. Proc., § 430.10(e).)
5. BillFloat's Fourteenth Cause of Action for Misappropriation of Trade Secrets is
uncertain. (Code Civ. Proc., § 430.10(f).) Alternatively, BillFloat's Fourteenth Cause of Action
for Misappropriation of Trade Secrets fails to state facts sufficient to constitute a cause of action
against Golden Pacific Bank. (Code Civ. Proc., § 430.10(e).)
6. BillFloat's
‘ifth, Sixth, and Seventh Causes of Action for Breach of Contract and
Eighth, Ninth, and Tenth Causes of Action for Breach of the Implied Covenant of Good Faith and
Fair Dealing are uncertain. (Code Civ. Proc., § 430.10(f).) Alternatively, BillFloat's Fifth, Sixth,
and Seventh Causes of Action for Breach of Contract and Eighth, Ninth, and Tenth Causes of
Action for Breach of the Implied Covenant of Good Faith and Fair Dealing fail to state facts
sufficient to constitute a cause of action against Golden Pacific Bank. (Code Civ. Proc., §
430.10(e).)
WHEREFORE, Golden Pacific Bank requests that the Court enter judgment as follows:
lL. That the demurrer to BillFloat's Cross-Complaint be sustained as to all causes of
action, without leave to amend; and
2. For such other relief as this Court deems necessary and proper.
Dated: July 20, 2016 KRONICK. MOSKOVITZ, TIEDEMANN & GIRARD
A Professional Corporation
» Bung ORO
Bruce A. Scheidt
Attorneys for Plaintiff/Cross-Defendant
GOLDEN PACIFIC BANK, N.A.
1468680.1 1423-004
GOLDEN PACIFIC BANK'S NOT! OF HEARING ON DEMURRER AND
DEMURRER TO CROSS-COMPLAINTPROOF OF SERVICE
STATE OF CALIFORNIA, COUNTY OF SACRAMENTO
At the time of service, I was over 18 years of age and not a party to this action. lam
employed in the County of Sacramento, State of California. My business address is 400 Capitol
Mall, 27th Floor, Sacramento, CA 95814.
On September 2, 2016, I served true copies of the following document(s) described as
GOLDEN PACIFIC BANK'S NOTICE OF HEARING ON DEMURRER AND
DEMURRER TO CROSS-COMPLAINT on the interested parties in this action as follows:
SEE ATTACHED SERVICE LIST
BY E-MAIL OR ELECTRONIC TRANSMISSION: Based on a court order or an
agreement of the parties to accept service by e-mail or electronic transmission, | caused the
document(s) to be sent from e-mail address ehammar mtg.com to the persons at the e-mail
addresses listed in the Service List. The document(s) were transmitted at or before 5:00 p.m. | did
not receive, within a reasonable time after the transmission, any electronic message or other
indication that the transmission was unsuccessful,
I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct.
Executed on September 2, 2016, at Sacramento, California.
‘
Bao’Xiong
1468680,1 14023-0004 1
— : PROOF OF SERVICE‘loat, Inc.:
William T. Webb
Jennifer D. Yu
155 Montgomery Street, Ste. 1200
San Francisco, CA 94104
Tel.: 415-277-7200
Fax: 415-277-7210
Email: wwebb@webblegalgroup.com
yu@webblegalgroup.com
1468686.1 14023-004
SERVICE LIST
Golden Pacific Bank, N.A. v. BillFloat, Inc., Ryan Gilbert, Sean O'Malley
San Francisco Superior Court, Case No. CGC-16-549804
5
~ PROOF OF SERVICE
an O'M
Attorneys for Ryan
Peter L, Isola
Robert I. Lockwood
HINSHAW & CULBERTSON LLP
One California Street, 18" Floor
San Francisco, CA 94111
2 415-362-6000
415-834-9070
ola@hinshawlaw.com
rlockwood@hinshawlaw.com
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BRUCE A. SCHEIDT, State Bar No. 155088 bscheidt@kmtg.com CHRISTOPHER ONSTOTT, State Bar No. 225968 constott@kmtg.com ERROL C. DAUIS, State Bar No. 279313 edauis@kmtg.com KRONICK, MOSKOVITZ, TIEDEMANN & GIRARD A Professional Corporation 400 Capitol Mall, 27" Floor Sacramento, California 95814 Telephone: (916) 321-4500 Facsimile: (916) 321-4555 Attorneys for Plaintiff/Cross-Defendant GOLDEN PACIFIC BANK, N.A. ELECTRONICALLY FILED Superior Court of Califomia, County of San Francisco 09/02/2016 Clerk of the Court BY-:ROMY RISK Deputy Clerk SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SAN FRANCISCO GOLDEN PACIFIC BANK, N.A., Plaintiff, v. BILLFLOAT, INC., RYAN GILBERT, SEAN O'MALLEY, and DOES 1-50, inclusive, Defendants. BILLFLOAT, INC. Cross-Complainant, Vv. GOLDEN PACIFIC BANK, N.A., and ROES 1-50, Cross-Defendants. /if Jif /if f/f 1468680.1 4023-004 Case No. CGC-16-549804 GOLDEN PACIFIC BANK'S NOTICE OF HEARING ON DEMURRER AND DEMURRER TO CROSS-COMPLAINT Judge: Hon. Hon. Harold E. Kahn Date: September 27, 2016 Time: 9:30 a.m. Dept.: 302 Reservation No. 09010927-12 Case Transferred from Sacramento County: January 11, 2016 Trial Date: None Set GOLDEN PACIFIC BANK'S NOTICE OF HEARING ON DEMURRER AND DEMURRER TO CROSS-COMPLAINTTO DEFENDANT AND CROSS-COMPLAINANT AND ITS ATTORNEYS OF RECORD: PLEASE TAKE NOTICE THAT on September 27, 2016, at 9:30 a.m., or as soon thereafter as counsel may be heard, in Department 302 of the above-captioned Court, located at 400 McAllister, San Francisco, CA 94102, Plaintiff and Cross-Defendant GOLDEN PACIFIC BANK, N.A. ("Golden Pacific Bank") will and hereby does demur to Defendant and Cross- Complainant BILLFLOAT, INC.'s ("BillFloat's") Cross-Complaint. This demurrer is based on this Notice of Hearing on Demurrer and Demurrer, the accompanying Memorandum of Points and Authorities; the Request for Judicial Notice; the Appendix of Federal Authorities; the Declaration of Errol C. Dauis; all papers, all pleadings, and documents on file herein; and on such further argument and evidence as may be presented at the hearing. Golden Pacific Bank will and hereby does, request that the Court sustain its demurrer without leave to amend. DEMURRER Golden Pacific Bank's demurrer is made on the following grounds: 1. BillFloat's First Cause of Action for Breach of Fiduciary Duty, Eleventh Cause of Action for Intentional Interference with Contractual Relations, Twelfth Cause of Action for Intentional Interference with Prospective Economic Advantage, Fourteenth Cause of Action for Theft of Trade Secrets, and Fifteenth Cause of Action for Unfair, Unlawful and/or Fraudulent Acts or Practices Pursuant to Business and Professions Code section 17200 are barred by res judicata and collateral estoppel, and the Court has no jurisdiction of the subject of these causes of action against Golden Pacific Bank. (Code Civ. Proc., § 430.10(a).) 2. BillFloat's Second, Third, and Fourth Causes of Action for Declaratory Relief fail to state facts sufficient to constitute a cause of action against Golden Pacific Bank. (Code Civ. Proc., § 430.10(e).) Alternatively, BillFloat's Second, Third, and Fourth Causes of Action for Declaratory Relief are "not necessary or proper" under "all the circumstances." (Code Civ. Proc., § 1061.) 3. BillFloat's Thirteenth Cause of Action for Judicial Reference is not necessary, as it merely seeks to effectuate the Second, Third, and Fourth Causes of Action for Declaratory Relief 1468680.1 14023-004 1 GOLDEN PACIFIC BANK'S NOTICE OF HEARING ON DEMURRER AND DEMURRER TO CROSS-COMPLAINT26 27 which are "not necessary or proper" under “all the circumstances" (Code Civ. Proc., § 1061), and fails to state facts sufficient to constitute a cause of action against Golden Pacific Bank. (Code Civ, Proc., § 430.1 0(e).) 4. BillFloat's Eleventh Cause of Action for Intentional Interference with Contractual Relations and Twelfth Cause of Action for Intentional Interference with Prospective Economic Relations fail to state facts sufficient to constitute a cause of action against Golden Pacific Bank. (Code Civ. Proc., § 430.10(e).) 5. BillFloat's Fourteenth Cause of Action for Misappropriation of Trade Secrets is uncertain. (Code Civ. Proc., § 430.10(f).) Alternatively, BillFloat's Fourteenth Cause of Action for Misappropriation of Trade Secrets fails to state facts sufficient to constitute a cause of action against Golden Pacific Bank. (Code Civ. Proc., § 430.10(e).) 6. BillFloat's ‘ifth, Sixth, and Seventh Causes of Action for Breach of Contract and Eighth, Ninth, and Tenth Causes of Action for Breach of the Implied Covenant of Good Faith and Fair Dealing are uncertain. (Code Civ. Proc., § 430.10(f).) Alternatively, BillFloat's Fifth, Sixth, and Seventh Causes of Action for Breach of Contract and Eighth, Ninth, and Tenth Causes of Action for Breach of the Implied Covenant of Good Faith and Fair Dealing fail to state facts sufficient to constitute a cause of action against Golden Pacific Bank. (Code Civ. Proc., § 430.10(e).) WHEREFORE, Golden Pacific Bank requests that the Court enter judgment as follows: lL. That the demurrer to BillFloat's Cross-Complaint be sustained as to all causes of action, without leave to amend; and 2. For such other relief as this Court deems necessary and proper. Dated: July 20, 2016 KRONICK. MOSKOVITZ, TIEDEMANN & GIRARD A Professional Corporation » Bung ORO Bruce A. Scheidt Attorneys for Plaintiff/Cross-Defendant GOLDEN PACIFIC BANK, N.A. 1468680.1 1423-004 GOLDEN PACIFIC BANK'S NOT! OF HEARING ON DEMURRER AND DEMURRER TO CROSS-COMPLAINTPROOF OF SERVICE STATE OF CALIFORNIA, COUNTY OF SACRAMENTO At the time of service, I was over 18 years of age and not a party to this action. lam employed in the County of Sacramento, State of California. My business address is 400 Capitol Mall, 27th Floor, Sacramento, CA 95814. On September 2, 2016, I served true copies of the following document(s) described as GOLDEN PACIFIC BANK'S NOTICE OF HEARING ON DEMURRER AND DEMURRER TO CROSS-COMPLAINT on the interested parties in this action as follows: SEE ATTACHED SERVICE LIST BY E-MAIL OR ELECTRONIC TRANSMISSION: Based on a court order or an agreement of the parties to accept service by e-mail or electronic transmission, | caused the document(s) to be sent from e-mail address ehammar mtg.com to the persons at the e-mail addresses listed in the Service List. The document(s) were transmitted at or before 5:00 p.m. | did not receive, within a reasonable time after the transmission, any electronic message or other indication that the transmission was unsuccessful, I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on September 2, 2016, at Sacramento, California. ‘ Bao’Xiong 1468680,1 14023-0004 1 — : PROOF OF SERVICE‘loat, Inc.: William T. Webb Jennifer D. Yu 155 Montgomery Street, Ste. 1200 San Francisco, CA 94104 Tel.: 415-277-7200 Fax: 415-277-7210 Email: wwebb@webblegalgroup.com yu@webblegalgroup.com 1468686.1 14023-004 SERVICE LIST Golden Pacific Bank, N.A. v. BillFloat, Inc., Ryan Gilbert, Sean O'Malley San Francisco Superior Court, Case No. CGC-16-549804 5 ~ PROOF OF SERVICE an O'M Attorneys for Ryan Peter L, Isola Robert I. Lockwood HINSHAW & CULBERTSON LLP One California Street, 18" Floor San Francisco, CA 94111 2 415-362-6000 415-834-9070 ola@hinshawlaw.com rlockwood@hinshawlaw.com