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1 DUSTIN S. DODGIN, SBN 245497
MAYRA G. ESTRADA, SBN 317178
2 KLEIN, DENATALE, GOLDNER,
COOPER, ROSENLIEB & KIMBALL, LLP
3 10000 Stockdale Highway, Suite 200
Bakersfield, CA 93311
4 Telephone: 661-395-1000
Facsimile: 661-326-0418
5 Email: ddodgin@kleinlaw.com
mestrada@kleinlaw.com
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Attorneys for Defendant HAROLD
7 CRAWFORD CO., INC. erroneously sued as
THE HAROLD CRAWFORD COMPANY, INC.
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SUPERIOR COURT OF THE STATE OF CALIFORNIA
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COUNTY OF KERN, METROPOLITAN DIVISION
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13 JAMES WELCH as personal representative for Case No. BCV-20-100434
the ESTATE OF CARMEN J. HADLEY,
14 DEFENDANT, HAROLD CRAWFORD
Plaintiff, CO.’S, SEPARATE STATEMENT IN
15 OPPOSITION TO MOTION FOR
v. SUMMARY ADJUDICATION
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THE HAROLD CRAWFORD COMPANY, INC.; Assigned to: Hon. Thomas S. Clark
17 Dept.: 17
DOES 1 through 25, inclusive, Complaint Filed: 2/13/20
18 Trial Date: Not Set
Defendant.
19 Date: August 16, 2022
Time: 8:30 a.m.
20 Dept. 17
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MSA OPP SEP STMT OPP MSA SEPARATE STATEMENT
1 ISSUE NO. 1: DEFENDANT HAROLD CRAWFORD CO., INC OWES A DUTY TO PAY
PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE
2 OF CARMEN J. HADLEY UNDER THE 2007 HAROLD CRAWFORD CO –
INDEPENDENT CONTRACTOR AGREEMENT
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UNDISPUTED FACTS AND DEFENDANT’S OPPOSITION
4 REFERENCE TO EVIDENCE
1. Plaintiff sues defendant Harold Crawford Undisputed.
5 Co., Inc (“Harold Crawford”) for breach of
contract.
6
Plaintiff’s Third Amended Complaint
7 (“TAC”) at ¶¶ 20-29 (attached to Declaration
of William A. Daniels, Jr. (“Daniels Decl.”)
8 as Exhibit “1”).
2. On or about November 1, 2007, James Undisputed.
9 Hadley and Harold Crawford enter into a
written agreement, Harold Crawford –
10 Independent Contractor Agreement (“2007
Agreement”) in connection with James
11 Hadley’s services for Harold Crawford.
12 TAC at ¶ 20 (Exhibit “1” to Daniels Decl.);
Harold Crawford – Independent Contractor
13 Agreement (“2007 Agreement”) at ¶¶ 1-7
(attached to Exhibit “2” to Daniels Decl.).
14 3. Paragraph 4.8 of the 2007 Agreement Undisputed that the contract includes those
provides that, “upon Hadley’s death, if after words.
15 2014, the Spouse shall receive Seventy-Five
Thousand Dollars and No Cents ($75,000.00) Disputed to the extent this statement implies
16 through 2025. If Hadley passes away before these words are the only words in the contract
2014, the Spouse will receive $100,000.00 that bear on any duty to pay the Estate of
17 until 2014 and $75,000 from 2015 through Carmen Hadley under the contract.
2025.”
18 The next sentence includes a reference to
2007 Agreement at ¶ 4.8 (Exhibit “2” to section 4.3, which is a typographical error
19 Daniels Decl.). (the reference should be to section 4.4),
which references medical care coverage and
20 that both Hadleys were to receive medical
care coverage.
21
22 • 2007 Agreement at ¶ 4.8 (Exhibit 5
attached to the TAC, SBE Exhibit H)
23 • Depo. G. Waldon, pg. 47:12-22 (SBE
Exhibit A.)
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• Decl. C. Bennett, ¶¶ 4,11 (SBE Exhibit C)
25 4. The 2007 Agreement provides that the Undisputed that the contract includes those
“Agreement shall inure to and for the benefit words.
26 of and be binding upon each party’s
respective … heirs … past, present, and Disputed to the extent that this statement
27 future. implies these words are the only words in the
contract that bear on whether the Estate of
28 2007 Agreement at ¶ 7.6 (Exhibit “2” to Carmen Hadley is entitled to make a claim
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MSA OPP SEP STMT OPP MSA SEPARATE STATEMENT
1 Daniels Decl.). under the contract.
2 The parties are identified in the first
paragraph of the agreement, and it identifies
3 only Mr. Hadley and Harold Crawford
Company. Only Mr. Hadley and Harold
4 Crawford Co. executed the 2007 Independent
Contractor Agreement. At no place in the
5 contract does it identify Carmen Hadley as a
party to the agreement.
6
7 • 2007 Agreement introductory paragraph
and signatory page (Exhibit 5 attached to
8 the TAC, SBE Exhibit H)
• Decl. C. Bennett, ¶¶ 11 (SBE Exhibit C)
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5. The 2007 Agreement contains an Undisputed that the contract includes those
10 integration clause that states, “This words.
Agreement contains the entire agreement
11 between the parties…” Disputed that the November 2007 Agreement
are the entire agreement between the parties.
12 2007 Agreement at ¶ 7.9 (Exhibit “2” to
Daniels Decl.). The parties were engaged in succession
13 planning and as such entered into a series of
contracts including the November 2007
14 Independent Contractor Agreement, the
January 2009 Consulting Services
15 Agreement, the January 2009 Buy-Sell
Agreement, and the January 2009 Stock
16 Purchase Agreement.
17 • 2009 Consulting Services Agreement
(SBE Exhibit E)
18
• 2009 Buy-Sell Agreement (SBE Exhibit
19 F)
• 2009 Stock Purchase Agreement (SBE
20 Exhibit G)
21 • Depo. Celynn Womack, 5:9-15, 39:13-21,
40-11-41:2, 45:17-25 (SBE Exhibit D)
22 • Decl. C. Bennett, ¶¶ 7-10 (SBE Exhibit C)
23 6. James Hadley dies in February 2010. Undisputed.
24 Deposition of Harold Crawford Co., Inc.’s
Person Most Qualified, Celynn Womack Vol.
25 1 (“Womack Depo. Vol. 1”) at 31:6-8
(attached to Daniels Decl. as Exhibit “3”).
26 7. On October 15, 2010, Harold Crawford Undisputed.
begins paying Carmen Hadley $100,000.00
27 per year, per paragraph 4.8 of the 2007
Agreement.
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Purchase Orders, Unpaid Vouchers and
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MSA OPP SEP STMT OPP MSA SEPARATE STATEMENT
1 Payments, page 1 (attached to Daniels Decl.
as Exhibit “4”); and Womack Depo. Vol. 1 at
2 13:9-15:22 (Exhibit “3” to Daniels Decl.).
8. On October 15, 2015, Harold Crawford Undisputed.
3 adjusts payments to Carmen Hadley from
$100,000.00 to $75,000.00 per year,
4 according to paragraph 4.8 of the 2007
Agreement.
5
Purchase Orders, Unpaid Vouchers and
6 Payments, page 6 (Exhibit “4” to Daniels
Decl.); and Womack Depo. Vol. 1 at 33:8-
7 34:25, (Exhibit “3” to Daniels Decl.).
12. On September 13, 2019, Carmen Hadley Undisputed.
8 dies.
9 Carmen J. Hadley Certificate of Death, page
2 (attached to the Daniels Decl. as Exhibit
10 “5”).
13. On September 30, 2019, Harold Crawford Undisputed that Harold Crawford Co., Inc.
11 stops paying monies due under the 2007 stopped making payments under the contract
Agreement to the Estate of Carmen J. on or about that date.
12 Hadley.
Disputed to the extent the statement implies
13 Purchase Orders, Unpaid Vouchers and that Harold Crawford Co. ever paid any
Payments, page 10 (Exhibit “4” to Daniels monies to the Estate of Carmen Hadley.
14 Decl.).
Payments were stopped when Carmen
15 Hadley passed away.
16
• Depo. C. Womack, 36:9-22 (SBE Exhibit
17 D)
• Decl. C. Bennett, ¶¶ 7 (SBE Exhibit C)
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14. Harold Crawford paid Carmen Hadley a Undisputed.
19 total of $942,083.72 from 2010 until her
death in 2019.
20
Purchase Orders, Unpaid Vouchers and
21 Payments, ¶¶ 1-10 (Exhibit “4” to Daniels
Decl.); Payments to Carmen Spreadsheet,
22 page 1 (attached to the Daniels Decl. as
Exhibit “6”).
23 15. Harold Crawford characterizes all income Undisputed, but immaterial.
paid to Carmen Hadley as “Other Income” on
24 1099-MISC tax documents.
25 2016-2019, 1099 Miscellaneous Income
documents, pages 1-4 (attached to Daniels
26 Decl. as Exhibit “7”) and Deposition of
Harold Crawford Co., Inc.’s Person Most
27 Qualified, Celynn Womack Vol. 2 at 70:15-
72:8 (attached to Daniels Decl. as Exhibit
28 “8”).
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MSA OPP SEP STMT OPP MSA SEPARATE STATEMENT
1 Harold Crawford Company offers the following additional facts, which are disputed
and will require a trial to determine the nature and extent of any duty it owes to the
2 Estate of Carmen Hadley.
3 Fact and Evidence Opposition
16. Any benefit to Carmen Hadley was not a
4 motivating factor of the parties in entering
into the 2007 Agreement.
5
6 • 2007 Agreement at ¶ 1.2 (Exhibit 5
attached to the TAC, SBE Exhibit H)
7 • Depo. G. Waldon at 20:17-21:10 (SBE
Exhibit A)
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• Decl. S. Kelly, ¶¶ 6 – 8 (SBE Exhibit B)
9 • Decl. C. Bennett, ¶¶ 4-5, 7-11(SBE Exhibit
C)
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• 2009 Consulting Services Agreement (SBE
11 Exhibit E)
• 2009 Buy-Sell Agreement (SBE Exhibit F)
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• 2009 Stock Purchase Agreement (SBE
13 Exhibit G)
• Depo. Celynn Womack, 5:9-15, 39:13-21,
14 40:11-41:2, 45:17-25
15 17. The purpose of the 2007 Agreement was
as a succession planning tool to “have
16 consistency and sustain the management of
HCC” for payment of debt and to integrate a
17 new president to take Mr. Hadley’s place as
he transitioned toward retirement. As part of
18 the succession planning, the parties agreed to
formalize James Hadley’s compensation
19 package, including health care coverage.
20 • 2007 Agreement at ¶ 1.2 (Exhibit 5
attached to the TAC, SBE Exhibit H)
21
• Depo. G. Waldon at 20:17-21:10 (SBE
22 Exhibit A)
• Decl. S. Kelly, ¶¶ 6 – 8 (SBE Exhibit B)
23
• Decl. C. Bennett, ¶¶ 4-5, 7-11 (SBE
24 Exhibit C)
• 2009 Consulting Services Agreement (SBE
25 Exhibit E)
26 • 2009 Buy-Sell Agreement (SBE Exhibit F)
• 2009 Stock Purchase Agreement (SBE
27 Exhibit G)
28 • Depo. Celynn Womack, 5:9-15, 39:13-21,
40:11-41:2, 45:17-25
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MSA OPP SEP STMT OPP MSA SEPARATE STATEMENT
1 18. The purpose of paragraph 4.8 was to
assure that Ms. Hadley would have medical
2 care coverage equivalent to that provided to
her husband during his work for Harold
3 Crawford Co. in the event of his death, until
she reached age 65. The amount paid included
4 what the parties’ estimated would be the costs
of her premiums, out-of-pocket costs, and
5 prescriptions as well as a “gross up” to
provide cash to pay the taxes on the payments.
6
7 • 2007 Agreement at ¶ 4.8 (Exhibit 5
attached to the TAC, SBE Exhibit H)
8 • Depo. G. Waldon at 29:15-30:2, 31:10-
33:6, 33:24-36:9 (SBE Exhibit A)
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• Depo C. Womack, p. 35:7-36:8 (SBE
10 Exhibit D)
• Decl. S. Kelly, ¶¶ 9 – 14 (SBE Exhibit B)
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• Decl. C. Bennett, ¶¶ 4-5, 7 (SBE Exhibit C)
12 19. Welch filed a probate action that resulted
in his being appointed as the special
13 administrator of the estate of Carmen Hadley
in California. He was also appointed Executor
14 with full powers.
15 • Third Amended Complaint (“TAC”) at ¶¶
12, 13 (SBE Exhibit H)
16 • Exhibits 3, 4 attached to the TAC (SBE
Exhibit H)
17
• Decl. C. Bennett, ¶11 (SBE Exhibit C)
18 20. Welch’s TAC avers his standing both in
his capacity as the personal representative of
19 the Estate of Carmen Hadley appointed in
Washington and as the special administrator
20 of the estate of Carmen Hadley appointed in
California. He does not aver his standing in
21 his capacity as the executor.
22 • TAC at ¶¶ 12, 13 (SBE Exhibit H)
• Decl. C. Bennett, ¶11 (SBE Exhibit C)
23
21. Welch’s allegations included that his
24 standing in his capacity as the personal
representative of the Estate of Carmen Hadley
25 appointed in Washington was based on
Probate Code section 58, Probate Code
26 section 9820, Code of Civil Procedure section
369, and Code of Civil Procedure section
27 377.20.
• TAC at ¶¶ 14-17 (SBE Exhibit H)
28
• Decl. C. Bennett, ¶11 (SBE Exhibit C)
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MSA OPP SEP STMT OPP MSA SEPARATE STATEMENT
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Dated: August 3, 2022 KLEIN, DENATALE, GOLDNER
2 COOPER, ROSENLIEB & KIMBALL, LLP
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By: ___________________________________
4 DUSTIN S. DODGIN
Attorneys for Defendant HAROLD
5 CRAWFORD CO., INC. erroneously sued
as THE HAROLD CRAWFORD
6 COMPANY, INC.
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MSA OPP SEP STMT OPP MSA SEPARATE STATEMENT
1 Case No. BCV-20-100434
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PROOF OF SERVICE
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4 STATE OF CALIFORNIA, COUNTY OF KERN
5 I am employed in the County of KERN, State of California. I am over the age of
6 eighteen years and not a party to the within action; my business address is 10000 Stockdale
7 Highway, Bakersfield, CA 93311. My email address is edoty@kleinlaw.com.
8 On August 3, 2022, I served the following document(s) described as
9 DEFENDANT, HAROLD CRAWFORD CO.’S SEPARATE STATEMENT IN
OPPOSITION TO MOTION FOR SUMMARY ADJUDICATION
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on the interested parties in this action by placing a copy thereof enclosed in sealed envelopes
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addressed as follows:
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SEE ATTACHED LIST
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ELECTRONIC NOTIFICATION (eService) Pursuant to California Rules of Court, rule
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2.251, I served the forgoing document by electronic notification through an electronic filing
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service provider upon those interested parties consenting to service by electronic notification
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listed in the attached service list.
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Executed on August 3, 2022, at Bakersfield, California.
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I declare under penalty of perjury under the laws of the State of California that the
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foregoing is true and correct.
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EMMA J. DOTY
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1 SERVICE LIST
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William A. Daniels, Esq. Attorneys for Plaintiff, JAMES WELCH as
3 William A. Daniels, Jr., Esq. personal representative for the Estate of
Daniels Law Carmen J. Hadley
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15021 Ventura Boulevard, #883
5 Sherman Oaks, CA 91403
Phone: (818) 907-8073
6 Fax: (818) 332-1284
Email: will@danielslaw.com;
7 bill@danielslaw.com;
8 cheryl@danielslaw.com;
elissa@danielslaw.com
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Preview
1 DUSTIN S. DODGIN, SBN 245497 MAYRA G. ESTRADA, SBN 317178 2 KLEIN, DENATALE, GOLDNER, COOPER, ROSENLIEB & KIMBALL, LLP 3 10000 Stockdale Highway, Suite 200 Bakersfield, CA 93311 4 Telephone: 661-395-1000 Facsimile: 661-326-0418 5 Email: ddodgin@kleinlaw.com mestrada@kleinlaw.com 6 Attorneys for Defendant HAROLD 7 CRAWFORD CO., INC. erroneously sued as THE HAROLD CRAWFORD COMPANY, INC. 8 9 10 SUPERIOR COURT OF THE STATE OF CALIFORNIA 11 COUNTY OF KERN, METROPOLITAN DIVISION 12 13 JAMES WELCH as personal representative for Case No. BCV-20-100434 the ESTATE OF CARMEN J. HADLEY, 14 DEFENDANT, HAROLD CRAWFORD Plaintiff, CO.’S, SEPARATE STATEMENT IN 15 OPPOSITION TO MOTION FOR v. SUMMARY ADJUDICATION 16 THE HAROLD CRAWFORD COMPANY, INC.; Assigned to: Hon. Thomas S. Clark 17 Dept.: 17 DOES 1 through 25, inclusive, Complaint Filed: 2/13/20 18 Trial Date: Not Set Defendant. 19 Date: August 16, 2022 Time: 8:30 a.m. 20 Dept. 17 21 22 23 24 25 26 27 28 MSA OPP SEP STMT OPP MSA SEPARATE STATEMENT 1 ISSUE NO. 1: DEFENDANT HAROLD CRAWFORD CO., INC OWES A DUTY TO PAY PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE 2 OF CARMEN J. HADLEY UNDER THE 2007 HAROLD CRAWFORD CO – INDEPENDENT CONTRACTOR AGREEMENT 3 UNDISPUTED FACTS AND DEFENDANT’S OPPOSITION 4 REFERENCE TO EVIDENCE 1. Plaintiff sues defendant Harold Crawford Undisputed. 5 Co., Inc (“Harold Crawford”) for breach of contract. 6 Plaintiff’s Third Amended Complaint 7 (“TAC”) at ¶¶ 20-29 (attached to Declaration of William A. Daniels, Jr. (“Daniels Decl.”) 8 as Exhibit “1”). 2. On or about November 1, 2007, James Undisputed. 9 Hadley and Harold Crawford enter into a written agreement, Harold Crawford – 10 Independent Contractor Agreement (“2007 Agreement”) in connection with James 11 Hadley’s services for Harold Crawford. 12 TAC at ¶ 20 (Exhibit “1” to Daniels Decl.); Harold Crawford – Independent Contractor 13 Agreement (“2007 Agreement”) at ¶¶ 1-7 (attached to Exhibit “2” to Daniels Decl.). 14 3. Paragraph 4.8 of the 2007 Agreement Undisputed that the contract includes those provides that, “upon Hadley’s death, if after words. 15 2014, the Spouse shall receive Seventy-Five Thousand Dollars and No Cents ($75,000.00) Disputed to the extent this statement implies 16 through 2025. If Hadley passes away before these words are the only words in the contract 2014, the Spouse will receive $100,000.00 that bear on any duty to pay the Estate of 17 until 2014 and $75,000 from 2015 through Carmen Hadley under the contract. 2025.” 18 The next sentence includes a reference to 2007 Agreement at ¶ 4.8 (Exhibit “2” to section 4.3, which is a typographical error 19 Daniels Decl.). (the reference should be to section 4.4), which references medical care coverage and 20 that both Hadleys were to receive medical care coverage. 21 22 • 2007 Agreement at ¶ 4.8 (Exhibit 5 attached to the TAC, SBE Exhibit H) 23 • Depo. G. Waldon, pg. 47:12-22 (SBE Exhibit A.) 24 • Decl. C. Bennett, ¶¶ 4,11 (SBE Exhibit C) 25 4. The 2007 Agreement provides that the Undisputed that the contract includes those “Agreement shall inure to and for the benefit words. 26 of and be binding upon each party’s respective … heirs … past, present, and Disputed to the extent that this statement 27 future. implies these words are the only words in the contract that bear on whether the Estate of 28 2007 Agreement at ¶ 7.6 (Exhibit “2” to Carmen Hadley is entitled to make a claim 2 MSA OPP SEP STMT OPP MSA SEPARATE STATEMENT 1 Daniels Decl.). under the contract. 2 The parties are identified in the first paragraph of the agreement, and it identifies 3 only Mr. Hadley and Harold Crawford Company. Only Mr. Hadley and Harold 4 Crawford Co. executed the 2007 Independent Contractor Agreement. At no place in the 5 contract does it identify Carmen Hadley as a party to the agreement. 6 7 • 2007 Agreement introductory paragraph and signatory page (Exhibit 5 attached to 8 the TAC, SBE Exhibit H) • Decl. C. Bennett, ¶¶ 11 (SBE Exhibit C) 9 5. The 2007 Agreement contains an Undisputed that the contract includes those 10 integration clause that states, “This words. Agreement contains the entire agreement 11 between the parties…” Disputed that the November 2007 Agreement are the entire agreement between the parties. 12 2007 Agreement at ¶ 7.9 (Exhibit “2” to Daniels Decl.). The parties were engaged in succession 13 planning and as such entered into a series of contracts including the November 2007 14 Independent Contractor Agreement, the January 2009 Consulting Services 15 Agreement, the January 2009 Buy-Sell Agreement, and the January 2009 Stock 16 Purchase Agreement. 17 • 2009 Consulting Services Agreement (SBE Exhibit E) 18 • 2009 Buy-Sell Agreement (SBE Exhibit 19 F) • 2009 Stock Purchase Agreement (SBE 20 Exhibit G) 21 • Depo. Celynn Womack, 5:9-15, 39:13-21, 40-11-41:2, 45:17-25 (SBE Exhibit D) 22 • Decl. C. Bennett, ¶¶ 7-10 (SBE Exhibit C) 23 6. James Hadley dies in February 2010. Undisputed. 24 Deposition of Harold Crawford Co., Inc.’s Person Most Qualified, Celynn Womack Vol. 25 1 (“Womack Depo. Vol. 1”) at 31:6-8 (attached to Daniels Decl. as Exhibit “3”). 26 7. On October 15, 2010, Harold Crawford Undisputed. begins paying Carmen Hadley $100,000.00 27 per year, per paragraph 4.8 of the 2007 Agreement. 28 Purchase Orders, Unpaid Vouchers and 3 MSA OPP SEP STMT OPP MSA SEPARATE STATEMENT 1 Payments, page 1 (attached to Daniels Decl. as Exhibit “4”); and Womack Depo. Vol. 1 at 2 13:9-15:22 (Exhibit “3” to Daniels Decl.). 8. On October 15, 2015, Harold Crawford Undisputed. 3 adjusts payments to Carmen Hadley from $100,000.00 to $75,000.00 per year, 4 according to paragraph 4.8 of the 2007 Agreement. 5 Purchase Orders, Unpaid Vouchers and 6 Payments, page 6 (Exhibit “4” to Daniels Decl.); and Womack Depo. Vol. 1 at 33:8- 7 34:25, (Exhibit “3” to Daniels Decl.). 12. On September 13, 2019, Carmen Hadley Undisputed. 8 dies. 9 Carmen J. Hadley Certificate of Death, page 2 (attached to the Daniels Decl. as Exhibit 10 “5”). 13. On September 30, 2019, Harold Crawford Undisputed that Harold Crawford Co., Inc. 11 stops paying monies due under the 2007 stopped making payments under the contract Agreement to the Estate of Carmen J. on or about that date. 12 Hadley. Disputed to the extent the statement implies 13 Purchase Orders, Unpaid Vouchers and that Harold Crawford Co. ever paid any Payments, page 10 (Exhibit “4” to Daniels monies to the Estate of Carmen Hadley. 14 Decl.). Payments were stopped when Carmen 15 Hadley passed away. 16 • Depo. C. Womack, 36:9-22 (SBE Exhibit 17 D) • Decl. C. Bennett, ¶¶ 7 (SBE Exhibit C) 18 14. Harold Crawford paid Carmen Hadley a Undisputed. 19 total of $942,083.72 from 2010 until her death in 2019. 20 Purchase Orders, Unpaid Vouchers and 21 Payments, ¶¶ 1-10 (Exhibit “4” to Daniels Decl.); Payments to Carmen Spreadsheet, 22 page 1 (attached to the Daniels Decl. as Exhibit “6”). 23 15. Harold Crawford characterizes all income Undisputed, but immaterial. paid to Carmen Hadley as “Other Income” on 24 1099-MISC tax documents. 25 2016-2019, 1099 Miscellaneous Income documents, pages 1-4 (attached to Daniels 26 Decl. as Exhibit “7”) and Deposition of Harold Crawford Co., Inc.’s Person Most 27 Qualified, Celynn Womack Vol. 2 at 70:15- 72:8 (attached to Daniels Decl. as Exhibit 28 “8”). 4 MSA OPP SEP STMT OPP MSA SEPARATE STATEMENT 1 Harold Crawford Company offers the following additional facts, which are disputed and will require a trial to determine the nature and extent of any duty it owes to the 2 Estate of Carmen Hadley. 3 Fact and Evidence Opposition 16. Any benefit to Carmen Hadley was not a 4 motivating factor of the parties in entering into the 2007 Agreement. 5 6 • 2007 Agreement at ¶ 1.2 (Exhibit 5 attached to the TAC, SBE Exhibit H) 7 • Depo. G. Waldon at 20:17-21:10 (SBE Exhibit A) 8 • Decl. S. Kelly, ¶¶ 6 – 8 (SBE Exhibit B) 9 • Decl. C. Bennett, ¶¶ 4-5, 7-11(SBE Exhibit C) 10 • 2009 Consulting Services Agreement (SBE 11 Exhibit E) • 2009 Buy-Sell Agreement (SBE Exhibit F) 12 • 2009 Stock Purchase Agreement (SBE 13 Exhibit G) • Depo. Celynn Womack, 5:9-15, 39:13-21, 14 40:11-41:2, 45:17-25 15 17. The purpose of the 2007 Agreement was as a succession planning tool to “have 16 consistency and sustain the management of HCC” for payment of debt and to integrate a 17 new president to take Mr. Hadley’s place as he transitioned toward retirement. As part of 18 the succession planning, the parties agreed to formalize James Hadley’s compensation 19 package, including health care coverage. 20 • 2007 Agreement at ¶ 1.2 (Exhibit 5 attached to the TAC, SBE Exhibit H) 21 • Depo. G. Waldon at 20:17-21:10 (SBE 22 Exhibit A) • Decl. S. Kelly, ¶¶ 6 – 8 (SBE Exhibit B) 23 • Decl. C. Bennett, ¶¶ 4-5, 7-11 (SBE 24 Exhibit C) • 2009 Consulting Services Agreement (SBE 25 Exhibit E) 26 • 2009 Buy-Sell Agreement (SBE Exhibit F) • 2009 Stock Purchase Agreement (SBE 27 Exhibit G) 28 • Depo. Celynn Womack, 5:9-15, 39:13-21, 40:11-41:2, 45:17-25 5 MSA OPP SEP STMT OPP MSA SEPARATE STATEMENT 1 18. The purpose of paragraph 4.8 was to assure that Ms. Hadley would have medical 2 care coverage equivalent to that provided to her husband during his work for Harold 3 Crawford Co. in the event of his death, until she reached age 65. The amount paid included 4 what the parties’ estimated would be the costs of her premiums, out-of-pocket costs, and 5 prescriptions as well as a “gross up” to provide cash to pay the taxes on the payments. 6 7 • 2007 Agreement at ¶ 4.8 (Exhibit 5 attached to the TAC, SBE Exhibit H) 8 • Depo. G. Waldon at 29:15-30:2, 31:10- 33:6, 33:24-36:9 (SBE Exhibit A) 9 • Depo C. Womack, p. 35:7-36:8 (SBE 10 Exhibit D) • Decl. S. Kelly, ¶¶ 9 – 14 (SBE Exhibit B) 11 • Decl. C. Bennett, ¶¶ 4-5, 7 (SBE Exhibit C) 12 19. Welch filed a probate action that resulted in his being appointed as the special 13 administrator of the estate of Carmen Hadley in California. He was also appointed Executor 14 with full powers. 15 • Third Amended Complaint (“TAC”) at ¶¶ 12, 13 (SBE Exhibit H) 16 • Exhibits 3, 4 attached to the TAC (SBE Exhibit H) 17 • Decl. C. Bennett, ¶11 (SBE Exhibit C) 18 20. Welch’s TAC avers his standing both in his capacity as the personal representative of 19 the Estate of Carmen Hadley appointed in Washington and as the special administrator 20 of the estate of Carmen Hadley appointed in California. He does not aver his standing in 21 his capacity as the executor. 22 • TAC at ¶¶ 12, 13 (SBE Exhibit H) • Decl. C. Bennett, ¶11 (SBE Exhibit C) 23 21. Welch’s allegations included that his 24 standing in his capacity as the personal representative of the Estate of Carmen Hadley 25 appointed in Washington was based on Probate Code section 58, Probate Code 26 section 9820, Code of Civil Procedure section 369, and Code of Civil Procedure section 27 377.20. • TAC at ¶¶ 14-17 (SBE Exhibit H) 28 • Decl. C. Bennett, ¶11 (SBE Exhibit C) 6 MSA OPP SEP STMT OPP MSA SEPARATE STATEMENT 1 Dated: August 3, 2022 KLEIN, DENATALE, GOLDNER 2 COOPER, ROSENLIEB & KIMBALL, LLP 3 By: ___________________________________ 4 DUSTIN S. DODGIN Attorneys for Defendant HAROLD 5 CRAWFORD CO., INC. erroneously sued as THE HAROLD CRAWFORD 6 COMPANY, INC. 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 7 MSA OPP SEP STMT OPP MSA SEPARATE STATEMENT 1 Case No. BCV-20-100434 2 PROOF OF SERVICE 3 4 STATE OF CALIFORNIA, COUNTY OF KERN 5 I am employed in the County of KERN, State of California. I am over the age of 6 eighteen years and not a party to the within action; my business address is 10000 Stockdale 7 Highway, Bakersfield, CA 93311. My email address is edoty@kleinlaw.com. 8 On August 3, 2022, I served the following document(s) described as 9 DEFENDANT, HAROLD CRAWFORD CO.’S SEPARATE STATEMENT IN OPPOSITION TO MOTION FOR SUMMARY ADJUDICATION 10 on the interested parties in this action by placing a copy thereof enclosed in sealed envelopes 11 addressed as follows: 12 SEE ATTACHED LIST 13 ELECTRONIC NOTIFICATION (eService) Pursuant to California Rules of Court, rule 14 2.251, I served the forgoing document by electronic notification through an electronic filing 15 service provider upon those interested parties consenting to service by electronic notification 16 listed in the attached service list. 17 Executed on August 3, 2022, at Bakersfield, California. 18 I declare under penalty of perjury under the laws of the State of California that the 19 foregoing is true and correct. 20 21 EMMA J. DOTY 22 23 24 25 26 27 28 1 SERVICE LIST 2 William A. Daniels, Esq. Attorneys for Plaintiff, JAMES WELCH as 3 William A. Daniels, Jr., Esq. personal representative for the Estate of Daniels Law Carmen J. Hadley 4 15021 Ventura Boulevard, #883 5 Sherman Oaks, CA 91403 Phone: (818) 907-8073 6 Fax: (818) 332-1284 Email: will@danielslaw.com; 7 bill@danielslaw.com; 8 cheryl@danielslaw.com; elissa@danielslaw.com 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2