Preview
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
8
SUPERIOR COURT OF THE STATE OF CALIFORNIA
9
FOR THE COUNTY OF KERN
10
11
12
JAMES WELCH
representative for the
as personal
ESTATE OF
l Case No: BCV-20-100434TSC
PLAINTIFF JAMES WELCH AS
13
14
CARMEN
vs.
J. HADLEY,
Plaintiff,
ll PERSONAL
THE ESTATE
HADLEY'S
REPRESENTATIVE
OF CARMEN
MEMORANDUM
J.
OF
FOR
POINTS
AND AUTHORITIES IN SUPPORT OF
15
THE HAROLD CRAWFORD COMPANY, l RENEWED MOTION FOR SUMMARY
ll
16 ADJUDICATION
INC.; DOES 1 through 25, inclusive,
17
Defendants. [Filed concurrently with:
18 1. Notice of Renewed Motion and
ll
Renewed Motion For Summary
19 Adjudication;
2. Separate Statement of Undisputed
20
Material Facts;
3. Declaration of William A. Daniels,
ll
21
Jr.; and
22 4. [Proposed] Order.]
23 DATE: December14,2022
TIME: 8:30 a.m.
24 l
)
DEPT.: "17"
25 Assigned To: Hon. Thomas S. Clark
Dept: "17"
26
27
28
-------------- I
1
Complaint Filed on: December 10, 2021
PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE
OF CARMEN J. HADLEY'S MEMORANDUM OF POINTS AND AUTHORITIES IN
SUPPORT OF RENEWED MOTION FOR SUMMARY ADJUDICATION
1 I. INTRODUCTION
2 On August 16, 2022, plaintiff, James Welch as personal representative for the
3 Estate of Carmen J. Hadley ("Plaintiff"), brought a motion for summary adjudication
seeking a determination that defendant Harold Crawford Co., Inc. owes a duty to pay
4
Plaintiff under the 2007 Independent Contractor Agreement ("2007 Agreement")
5
between Harold Crawford Co., Inc. ("Harold Crawford") and James Hadley.
6
The Court, in its minute order for the proceeding found numerous undisputed
7
facts. Specifically, the Court found that it isundisputed that the 2007 Agreement
8
includes the words that "[u]pon Hadley's death, if after 20014, the Spouse shall receive
9 Seventy Five Thousand Dollars and No Cents ($75,000.00) through 2025. If Hadley
10 passes away before 2014, the Spouse will receive $100,000 until 2014 and $75,000
11 from 2015 through 2025."
12 The Court found that it is undisputed that the 2007 Agreement provides that the
13 "Agreement shall inure to and for the benefit of and be binding upon each party's
respective ...heirs ...past, present, and future"
14
The Court found that it is undisputed that the 2007 Agreement includes a
15
paragraph with the words "This agreement contains the entire agreement between the
16
parties ... "
17
The Court found that it is undisputed that James Hadley died in February 2010.
18
The Court found that it is undisputed that following James Hadley's death,
19 Harold Crawford made payments under the 2007 Agreement to Carmen Hadley until
20 her death on September 13, 2019, after which Harold Crawford stopped paying monies
21 on September 30, 2019.
22 The Court found that Plaintiff failed to present any evidence as to who James
23 Hadley's heirs, past, present and future were or are. And to the extent that Carmen
Hadley was James Hadley's heir, what effect Carmen Hadley's death would have on
24
Harold Crawford's obligations because the 2007 Agreement is silent as to what
25
happens if she dies.
26
The Court denied Plaintiff's motion without prejudice. Plaintiff brings this current
27
motion to provide the Court with evidence showing Carmen Hadley is James Hadley's
28 2
PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE
OF CARMEN J. HADLEY'S MEMORANDUM OF POINTS AND AUTHORITIES IN
SUPPORT OF RENEWED MOTION FOR SUMMARY ADJUDICATION
1 heir under the contract and that Harold Crawford has a duty to pay Carmen Hadley's
2 Estate after her death.
3 11. STATEMENT OF FACTS
On November 1, 2007, James Hadley ("Mr. Hadley") and Harold Crawford Co.,
4
Inc. ("Harold Crawford") enter into an Independent Contractor Agreement ("2007
5
Agreement"). (Harold Crawford Co. - Independent Contractor Agreement at Exhibit "2"
6
to Declaration of William A. Daniels, Jr. ("Daniels Deel.").)
7
Under the 2007 Agreement, Hadley is to act as Harold Crawford's Chief
8
Executive Officer ("CEO") from November 1, 2007 until Hadley trains a new company
9
leader within seven (7) years from the signing of the 2007 Agreement. (Exhibit "2" to
10
Daniels Deel. at ,I 2.1-2.2.)
11
The 2007 Agreement states that if Hadley dies before 2014, his surviving
12
spouse, Carmen J. Hadley ("Ms. Hadley"), shall receive One Hundred Thousand
13
Dollars ($100,000.00) until 2014 and Seventy-Five Thousand Dollars ($75,000.00)
14
from 2015 through December 31, 2025. (Exhibit "2" to Daniels Deel. at ,I 4.8.)
15
These terms of the 2007 Agreement "inure to and for the benefit of and be
16
binding upon each party's respective ... beneficiaries ... heirs ... successors, and all
17
acting for, under, or in concert with it. .. past,present, and future." (Exhibit "2" to Daniels
18
Deel. at,17.6.)
19
Mr. Hadley dies on February 20, 2010. On March 16, 2010, Ms. Hadley files a
20
Spousal Property Declaration with the Last Will and Testament of James Martin Hadley
21
attached as an exhibit. (Spousal Property Adjudication for the Estate of James Hadley,
22
pages 30-39 (Exhibit "9" to Daniels Deel.).)
23
The Last Will and Testament of James Martin Hadley identifies Carmen Jolene
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Hadley as James Hadlets wife and grants all his property and the residue of his estate
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to Carmen Jolene Hadley. (Exhibit "9" to Daniels Deel. at pages 32-36 .)
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PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE
OF CARMEN J. HADLEY'S MEMORANDUM OF POINTS AND AUTHORITIES IN
SUPPORT OF RENEWED MOTION FOR SUMMARY ADJUDICATION
1 The court, relying on Ms. Hadley's Spousal Property Declaration with the Last
2 Will and Testament of James Martin Hadley, attached as an exhibit, made an order
3 finding Ms. Hadley is James Hadley's surviving spouse and confirmed Ms. Hadley's
4 ownership over a portion of Mr. Hadley's property.
5 Upon Mr. Hadley's death, Ms. Hadley's right to payments under the 2007 ICA
6 immediately vest in her and Harold Crawford begins making payments to Ms. Hadley
7 on October 15, 2010, as set forth in the 2007 ICA. (Harold Crawford Purchase Orders,
8 Unpaid Vouchers and Payments 2010-2019, pages 1-10 (Exhibit "4" to Daniels Deel.).)
9 Harold Crawford pays Ms. Hadley One-Hundred Thousand Dollars
10 ($100,000.00) a year from October 15, 2010, until October 15, 2015, when the
11 payments are reduced to Seventy-Five Thousand Dollars ($75,000.00), as required by
12 Section 4.8 of the 2007 ICA. (Exhibit "4" to Daniels Deel. at pages 1-5.)
13
Ms. Hadley dies on September 13, 2019, and Harold Crawford stops making
14
payments to The Estate of Carmen J. Hadley on September 30, 2019. (Carmen J.
15
Hadley Certificate of Death , page 2 (Exhibit "5" to Daniels Deel.); and Exhibit "4" to
16
Daniels Deel. at page 10.)
17
On October 15, 2019, James Welch, is appointed Personal Representative for
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the Estate of Carmen Hadley in the State of Washington. (Letters Testamentary RE
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James Welch Personal Representative Superior Court of Washington at page 1
20
(Exhibit "12" to Daniels Deel.).)
21
On June 29, 2021, James Welch is appointed Executor and Personal
22
Representative for the Estate of Carmen Hadley in the State of California. (Letters
23
Testamentary RE James Welch Executor and Personal Representative Superior Court
24
of California at Page 1 (Exhibit "14" to Daniels Deel.).)
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PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE
OF CARMEN J. HADLEY'S MEMORANDUM OF POINTS AND AUTHORITIES IN
SUPPORT OF RENEWED MOTION FOR SUMMARY ADJUDICATION
1 111. SUMMARY ADJUDICATION SHOULD BE GRANTED WHERE THERE IS
2 NO TRIABLE ISSUE OF MATERIAL FACT
3 Code of Civil Procedure section 437c(f) authorizes either party to an action to
file a motion for summary adjudication as to "one or more causes of action" on the
4
grounds that "the cause of action has no merit or that there is no affirmative defenses
5
thereto, or that there is no merit to an affirmative defenses as to any causes of action,
6
or both, ... "
7
Summary adjudication shall be granted if "there is no triable issue as to any
8
material fact and the moving party is entitled to judgment as a matter of law." (Code
9 Civ. Proc. § 437c(c).)
10 The burdens on the respective parties when the plaintiff is the moving party on a
11 motion for summary adjudication are set forth in Section 437c(o)(1) as follows:
12 A plaintiff or cross-complainant has met his or her burden of
13 showing that there is no defense to a cause of action if that
party has proved each element of the cause of action
14
entitling the party to judgment on that cause of action. Once
15
the plaintiff has met that burden, the burden shifts to the
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defendant or cross-defendant to show that a triable issue of
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one or more material facts exists as to that cause of action
18
or a defense thereto. The defendant or cross-defendant may
19 not rely upon the mere allegations or denials of its pleadings
20 to show that triable issue of material fact exists but, instead,
21 shall set forth the specific facts showing that a triable issue
22 of material fact exists as to that cause or action or defense
23 thereto.
(Code Civ. Proc. § 437c(o)(1 ).)
24
In this case, the undisputed facts establish that Plaintiff is entitled to
25
judgment as a matter of law
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PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE
OF CARMEN J. HADLEY'S MEMORANDUM OF POINTS AND AUTHORITIES IN
SUPPORT OF RENEWED MOTION FOR SUMMARY ADJUDICATION
1 a. Carmen Hadley And Her Estate Are Owed A Duty Under The 2007
2 Agreement
3 1. Carmen Hadley is James Hadley's Heir
James Hadley dies in February 2010 leaving a will identifying Carmen Hadley as
4
his spouse and sole heir to his estate. (Exhibit "3" to Daniels Deel. at 31 :6-8 and Exhibit
5
"9" to Daniels Deel. at pages 32-39.) The will is self-authenticating under Cal. Evid.
6
Code § 1330; Pearson v. Pearson (1873) 46 Cal.609. If additional authentication is
7
required Plaintiff can subpoena Grover Waldon to trial to authenticate the Mr. Hadley's
8
will. Mr. Waldon was a witness to Mr. Hadley's will.
9 In March 2010, Carmen Hadley files a Spousal Property Petition to determine
10 the property rights to certain items of James Hadley's Estate. (Exhibit "9" to Daniels
11 Deel. at pages 30-38.)
12 In July 2011, the court makes an order declaring Carmen Hadley as James
13 Hadley's surviving spouse. (Exhibit "9" to Daniels Deel. at pages 1-3.)
An heir is defined as "any person, including the surviving spouse, who is entitled
14
to take property of the decedent by intestate succession ... " (Cal. Prob. Code § 44.)
15
'Section 7.6 of the 2007 ICA states that the agreement "shall inure to and for the
16
benefit" of the parties' heirs. (Exhibit "2" to Daniels Deel. at ,I 7 .6.)
17
Based on this, Carmen Hadley has the right to enforce this contract under
18
section 7.6 as James Hadley's heir in addition to her direct right to payments under
19 section 4.8 of the 2007 Agreement.
20 2. Carmen Hadley's Estate Has A Right To Payments Under The 2007 Agreement
21 "The term "estate" is generally used to describe the total assets of a decedent."
22 (Estate of Pezzola (1980) 112 Cal.App.3d 752, 756. See also, Estate of O'Gorman
23 (1911) 161 Cal. 654, 658 and Security-First Nat. Bank v. Stack (1939) 32 Cal.App.2d
586, 593.)
24
And an "estate" has been interpreted to mean "'property' or [the] degree, quality,
25
nature and extent of one's interest in or ownership of property, real or personal."'
26
(Pezzola, supra, 112 Cal.App.3d at page 756. See also, Estate of Glassford (1952) 114
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Cal.App.2d 181, 189.)
28 6
PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE
OF CARMEN J. HADLEY'S MEMORANDUM OF POINTS AND AUTHORITIES IN
SUPPORT OF RENEWED MOTION FOR SUMMARY ADJUDICATION
1 Harold Crawford owed a duty to pay Carmen Hadley per Section 4.8 of the 2007
2 Agreement on the date James Hadley died. (Exhibit "2" at~ 4.8.)
3 This duty to pay Carmen Hadley through 2025 was fixed on the day that James
Hadley died. (Exhibit "2" at~ 4.8.)
4
Harold Crawford begins paying Carmen Hadley per its duty to her on October
5
15, 2010. ("Exhibit "4" to Daniels Deel. at page 1 and Exhibit "3" to Daniels Deel. at
6
13:9-15:22.)
7
These payments under the 2007 Agreement were property rights that Carmen
8
Hadley was entitled to, and her estate retains this property right even after her death.
9 Section 7.6 states that the benefit of the 2007 agreement is for James Hadley's
10 heirs. (Exhibit "2" to Daniels Deel. at~ 7 .6) Carmen Hadley is the only heir that this
11 benefit inures to because no other heir would have standing to bring a breach of
12 contract claim but Carmen Hadley herself.
13 The 2007 Agreement does not include any language that allows Harold
Crawford to end payments in the event of Carmen Hadley's death. What the 2007
14
Agreement is very clear on is the term and amounts that Carmen Hadley is to be paid
15
and the condition precedent, i.e.,James Hadley's death, that is required before any
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payment to Carmen Hadley is to be made.
17
3. Harold Crawford Is Attempting To Exploit An Ambiguity That It Created To Stop
18
Paying Under The 2007 Agreement.
19 The 2007 Agreement does not contain any language that explicitly states what
20 Harold Crawford's obligations are in the event Carmen Hadley dies before 2025. This
21 lack of language creates an ambiguity as to what the obligations of the parties are
22 when Carmen Hadley dies and should be interpreted against Harold Crawford.
23 The primary rule of contract interpretation is that the contract must be
interpreted as a whole and the intention of the parties is to be collected from the entire
24
instrument. (Hunt v. United Bank & Trust Co., (1930) 210 Cal.108, 115.) "Individual
25
clauses and particular words must be considered in connection with the rest of the
26
agreement, and all of the writing and every word of it will,if possible be given effect."
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(Id.)
28 7
PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE
OF CARMEN J. HADLEY'S MEMORANDUM OF POINTS AND AUTHORITIES IN
SUPPORT OF RENEWED MOTION FOR SUMMARY ADJUDICATION
1 "In cases of uncertainty ... , the language of a contract should be interpreted most
2 strongly against the party who caused the uncertainty to exist." (Ca/. Civ. Code§
3 1654.)
The party who prepares a contract "can by exactness of expression more readily
4
prevent mistakes in meaning than one with whom he isdealing. Doubts arising from
5
ambiguity of language are therefore resolved in favor of the latter." (Hunt, supra, 210
6
Cal. 108, 116. See also, Gillespie v. Ormsby (1954) 126 Cal.App.2d 513, 523.)
7
The Ninth Circuit Court of Appeals in Ulmann v. Sunset-McKee Co. (1955) 221
8
F .2d 128 held that a contract to pay in installments survived death unless the contract
9 specified otherwise.
10 In U/mann, the plaintiff, decedent's estate, sued for breach of contract to
11 recover outstanding retirement payments owed to the decedent's estate. The plaintiff
12 and the defendant entered into a contract in which upon the plaintiff's retirement from
13 defendant's company, defendant would pay $150 per month for three years. Plaintiff
retired and the defendant began paying $150 per month until the plaintiff died. The
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court held that the installment payments contract was a general contract to pay for a
15
certain amount over a certain period of time and not a contract for personal services
16
from the plaintiff, that would expire on the plaintiff's death. As such the contract
17
survived the plaintiff's death and the court ordered the defendant to pay the plaintiff's
18
estate. (Ulmann v. Sunset-McKee Co. (1955) 221 F.2d 128.)
19 Here, Harold Crawford's attorneys drafted the 2007 Agreement under the
20 supervision of Harold Crawford. (Exhibit "15" to Daniels Deel. at 9:7-25 and 17: 17-
21 20: 16; Exhibit "3" to Daniels Deel. at 28:7-25.)
22 Paragraph 4.8 of the 2007 Agreement states what Harold Crawford's obligations
23 are to Carmen Hadley, upon James Hadley's death, and for what time. (Exhibit "2" to
Daniels Deel. at~ 4.8.)
24
There is no language that states or even contemplates allowing Harold Crawford
25
to end payments to Carmen Hadley before 2025, even if she dies.
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PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE
OF CARMEN J. HADLEY'S MEMORANDUM OF POINTS AND AUTHORITIES IN
SUPPORT OF RENEWED MOTION FOR SUMMARY ADJUDICATION
1 What is apparent from the contract is that Carmen Hadley is to receive
2 installment payments every year from the date of James Hadley's death until the end of
3 2025. These payments are not in exchange for goods or services from Carmen Hadley.
Further, all of these terms are wrapped up by an integration clause that states
4
that the agreement "contains the entire agreement between the parties ... " (Exhibit "2"
5
to Daniels Deel. at ,I 7.9.)
6
Harold Crawford is attempting to use the lack of any language regarding
7
Carmen Hadley's death to unilaterally terminate its duty to pay under the 2007
8
Agreement. This ambiguity is the product of Harold Crawford's drafting and should be
9 construed against it.
10 b. The indisputable nature of Harold Crawford's duty to pay arises from
11 the construction of the 2007 Independent Contractor Agreement and
12 the performance of the parties
13 1. Plain Language
The plain language of the 2007 Independent Contractor Agreement ("2007
14
Agreement") states clearly and unequivocally what the intentions of the parties are.
15
"When the language of a contract is clear and explicit and is reduced to writing,
16
the language of the contract governs itsinterpretation, and the intention of the parties
17
is to be ascertained from the writing alone." (Crow v. P.E.G. Constr. Co. (1957) 156
18
Cal.App.2d 271, 277. See also, Ca/. Civ. Code§§ 1639, 1640, 1644.)
19 "In interpreting a contract, language is to be given the meaning which the one
20 using it apprehended or should have apprehended that the other party would give to it."
21 (Granger v. New Jersey Ins, Co. (1930) 108 Cal.App.290, 293.)
22 The 2007 Independent Contractor Agreement ("2007 Agreement") states that if
23 James Hadley dies before 2014, Carmen Hadley is to receive $100,000 until 2014 and
$75,000 from 2015 through 2025. (Exhibit "2" to Daniels Deel. at ,I 4.8.)
24
The 2007 Agreement expressly states that Harold Crawford, Co.'s duty to pay,
25
under section 4.8 of the 2007 Agreement, continues through December 31, 2025, and
26
Carmen Hadley's benefit to receive the payments are to "inure" or pass on to the
27
parties' heirs. (Exhibit "2" to Daniels Deel. at ,I 7.6.)
28 9
PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE
OF CARMEN J. HADLEY'S MEMORANDUM OF POINTS AND AUTHORITIES IN
SUPPORT OF RENEWED MOTION FOR SUMMARY ADJUDICATION
1 Based on the clear and explicit agreement, which was reduced to writing, it is
2 clear from the contract alone that Harold Crawford has a duty to pay The Estate of
3 Carmen J. Hadley from the date of her death until December 31, 2025.
2. Integration Clause
4
The 2007 Agreement contains an "integration clause" that shows the terms of
5
the contract are to be the entirety of the parties' agreement.
6
"It is admitted to be the general rule that where a contract in writing is complete
7
in all its terms, parol evidence to vary those terms may not be admitted."
8
(Greathouse v. Oaleno (1922) 57 Cal.App.187, 189. See also, Code Civ. Proc. §
9 1856(a).)
10 Further, "[T]he execution of a contract in writing, whether the law requires it to
11 be written or not, supersedes all the negotiations or stipulations concerning its matter
12 which preceded or accompanied the execution of the instrument." (Ca/. Civ. Code§
13 1625.)
The 2007 Agreement Section 7.6 states that the payment schedule for the
14
benefit of Carmen Hadley, as outlined in Section 4.8, is binding upon Harold Crawford
15
and its "members, officers, partners ... past, present, and future." (Exhibit "2" to Daniels
16
Deel. at ,I 7 .6.)
17
Section 7.9 of the 2007 Agreement then states that the contract contains "the
18
entire agreement between the parties and constitutes an integration of the entire
19 agreement, contract, promise and understandings of the parties." (Exhibit "2" to Daniels
20 Deel. at ,I 7.9.)
21 This section clearly shows the parties understood that Harold Crawford, its
22 members, officers, partners and successors, past, present, and future, have a duty to
23 continue payments to Carmen Hadley until 2025. Further, 2007 Agreement contains no
language or provisions that allow Harold Crawford to unilaterally stop paying Carmen
24
Hadley nor is there language that terminates the payments to Carmen Hadley in the
25
event of her death.
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28 10
PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE
OF CARMEN J. HADLEY'S MEMORANDUM OF POINTS AND AUTHORITIES IN
SUPPORT OF RENEWED MOTION FOR SUMMARY ADJUDICATION
1 The language of the contract is such that the benefit and obligations are to
2 continue until the contract terms have been met, i.e.,the payments owed to Carmen
3 Hadley have been paid through 2025.
3. Performance of the Parties
4
The performance of the parties also shows what the parties believe their
5
obligations to be under the 2007 Agreement.
6
Where normally parol evidence is not admissible if the contract has an
7
integration clause, "[A] well-understood concurrent rule is, that where the parol
8
evidence which is offered is entirely consistent with and in no way changes or
9 contradicts the written instrument, such parol evidence may be admitted. (Greathouse
10 v. Da/eno (1922) 57 Cal.App.187, 190.)
11 Here, James Hadley dies in February 2010 and Harold Crawford immediately
12 starts paying Carmen Hadley per Section 4.8 of the 2007 Agreement. (Exhibit "4" to
13 Daniels Deel. at page 1.)
In 2015, Harold Crawford adjusts itspayments to Carmen Hadley as set forth in
14
Section 4.8 of the 2007 Agreement. (Exhibit "4" to Daniels Deel. at page 6.)
15
After the payment adjustment in 2015, Harold Crawford continues making
16
payments to Carmen Hadley until 2019 when she died.
17
Harold Crawford pays Carmen Hadley a total of $942,083.72 from 2010 until
18
2019.
19 This performance shows Harold Crawford clearly understands what its
20 obligations are under the 2007 Agreement and is attempting to use death and
21 ambiguity to save from paying what is owed under the 2007 Agreement that Harold
22 Crawford negotiated and had drafted by its lawyers.
23 IV. CONCLUSION
Based on the above undisputed material facts, Harold Crawford, Co. has a duty
24
to pay The Estate of Carmen J. Hadley under the 2007 Agreement and plaintiff The
25
Estate of Carmen J. Hadley is entitled to summary adjudications as a matter of law.
26
Ill
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Ill
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PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE
OF CARMEN J. HADLEY'S MEMORANDUM OF POINTS AND AUTHORITIES IN
SUPPORT OF RENEWED MOTION FOR SUMMARY ADJUDICATION
1 DATED: September 27, 2022 DANIEL
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William A. Daniels, Jr.
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Attorney for Plaintiff
5 JAMES WELCH, as personal
representative for the estate of
6 CARMEN J. HADLEY
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PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE
OF CARMEN J. HADLEY'S MEMORANDUM OF POINTS AND AUTHORITIES IN
SUPPORT OF RENEWED MOTION FOR SUMMARY ADJUDICATION
Preview
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 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 FOR THE COUNTY OF KERN 10 11 12 JAMES WELCH representative for the as personal ESTATE OF l Case No: BCV-20-100434TSC PLAINTIFF JAMES WELCH AS 13 14 CARMEN vs. J. HADLEY, Plaintiff, ll PERSONAL THE ESTATE HADLEY'S REPRESENTATIVE OF CARMEN MEMORANDUM J. OF FOR POINTS AND AUTHORITIES IN SUPPORT OF 15 THE HAROLD CRAWFORD COMPANY, l RENEWED MOTION FOR SUMMARY ll 16 ADJUDICATION INC.; DOES 1 through 25, inclusive, 17 Defendants. [Filed concurrently with: 18 1. Notice of Renewed Motion and ll Renewed Motion For Summary 19 Adjudication; 2. Separate Statement of Undisputed 20 Material Facts; 3. Declaration of William A. Daniels, ll 21 Jr.; and 22 4. [Proposed] Order.] 23 DATE: December14,2022 TIME: 8:30 a.m. 24 l ) DEPT.: "17" 25 Assigned To: Hon. Thomas S. Clark Dept: "17" 26 27 28 -------------- I 1 Complaint Filed on: December 10, 2021 PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE OF CARMEN J. HADLEY'S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF RENEWED MOTION FOR SUMMARY ADJUDICATION 1 I. INTRODUCTION 2 On August 16, 2022, plaintiff, James Welch as personal representative for the 3 Estate of Carmen J. Hadley ("Plaintiff"), brought a motion for summary adjudication seeking a determination that defendant Harold Crawford Co., Inc. owes a duty to pay 4 Plaintiff under the 2007 Independent Contractor Agreement ("2007 Agreement") 5 between Harold Crawford Co., Inc. ("Harold Crawford") and James Hadley. 6 The Court, in its minute order for the proceeding found numerous undisputed 7 facts. Specifically, the Court found that it isundisputed that the 2007 Agreement 8 includes the words that "[u]pon Hadley's death, if after 20014, the Spouse shall receive 9 Seventy Five Thousand Dollars and No Cents ($75,000.00) through 2025. If Hadley 10 passes away before 2014, the Spouse will receive $100,000 until 2014 and $75,000 11 from 2015 through 2025." 12 The Court found that it is undisputed that the 2007 Agreement provides that the 13 "Agreement shall inure to and for the benefit of and be binding upon each party's respective ...heirs ...past, present, and future" 14 The Court found that it is undisputed that the 2007 Agreement includes a 15 paragraph with the words "This agreement contains the entire agreement between the 16 parties ... " 17 The Court found that it is undisputed that James Hadley died in February 2010. 18 The Court found that it is undisputed that following James Hadley's death, 19 Harold Crawford made payments under the 2007 Agreement to Carmen Hadley until 20 her death on September 13, 2019, after which Harold Crawford stopped paying monies 21 on September 30, 2019. 22 The Court found that Plaintiff failed to present any evidence as to who James 23 Hadley's heirs, past, present and future were or are. And to the extent that Carmen Hadley was James Hadley's heir, what effect Carmen Hadley's death would have on 24 Harold Crawford's obligations because the 2007 Agreement is silent as to what 25 happens if she dies. 26 The Court denied Plaintiff's motion without prejudice. Plaintiff brings this current 27 motion to provide the Court with evidence showing Carmen Hadley is James Hadley's 28 2 PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE OF CARMEN J. HADLEY'S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF RENEWED MOTION FOR SUMMARY ADJUDICATION 1 heir under the contract and that Harold Crawford has a duty to pay Carmen Hadley's 2 Estate after her death. 3 11. STATEMENT OF FACTS On November 1, 2007, James Hadley ("Mr. Hadley") and Harold Crawford Co., 4 Inc. ("Harold Crawford") enter into an Independent Contractor Agreement ("2007 5 Agreement"). (Harold Crawford Co. - Independent Contractor Agreement at Exhibit "2" 6 to Declaration of William A. Daniels, Jr. ("Daniels Deel.").) 7 Under the 2007 Agreement, Hadley is to act as Harold Crawford's Chief 8 Executive Officer ("CEO") from November 1, 2007 until Hadley trains a new company 9 leader within seven (7) years from the signing of the 2007 Agreement. (Exhibit "2" to 10 Daniels Deel. at ,I 2.1-2.2.) 11 The 2007 Agreement states that if Hadley dies before 2014, his surviving 12 spouse, Carmen J. Hadley ("Ms. Hadley"), shall receive One Hundred Thousand 13 Dollars ($100,000.00) until 2014 and Seventy-Five Thousand Dollars ($75,000.00) 14 from 2015 through December 31, 2025. (Exhibit "2" to Daniels Deel. at ,I 4.8.) 15 These terms of the 2007 Agreement "inure to and for the benefit of and be 16 binding upon each party's respective ... beneficiaries ... heirs ... successors, and all 17 acting for, under, or in concert with it. .. past,present, and future." (Exhibit "2" to Daniels 18 Deel. at,17.6.) 19 Mr. Hadley dies on February 20, 2010. On March 16, 2010, Ms. Hadley files a 20 Spousal Property Declaration with the Last Will and Testament of James Martin Hadley 21 attached as an exhibit. (Spousal Property Adjudication for the Estate of James Hadley, 22 pages 30-39 (Exhibit "9" to Daniels Deel.).) 23 The Last Will and Testament of James Martin Hadley identifies Carmen Jolene 24 Hadley as James Hadlets wife and grants all his property and the residue of his estate 25 to Carmen Jolene Hadley. (Exhibit "9" to Daniels Deel. at pages 32-36 .) 26 27 28 3 PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE OF CARMEN J. HADLEY'S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF RENEWED MOTION FOR SUMMARY ADJUDICATION 1 The court, relying on Ms. Hadley's Spousal Property Declaration with the Last 2 Will and Testament of James Martin Hadley, attached as an exhibit, made an order 3 finding Ms. Hadley is James Hadley's surviving spouse and confirmed Ms. Hadley's 4 ownership over a portion of Mr. Hadley's property. 5 Upon Mr. Hadley's death, Ms. Hadley's right to payments under the 2007 ICA 6 immediately vest in her and Harold Crawford begins making payments to Ms. Hadley 7 on October 15, 2010, as set forth in the 2007 ICA. (Harold Crawford Purchase Orders, 8 Unpaid Vouchers and Payments 2010-2019, pages 1-10 (Exhibit "4" to Daniels Deel.).) 9 Harold Crawford pays Ms. Hadley One-Hundred Thousand Dollars 10 ($100,000.00) a year from October 15, 2010, until October 15, 2015, when the 11 payments are reduced to Seventy-Five Thousand Dollars ($75,000.00), as required by 12 Section 4.8 of the 2007 ICA. (Exhibit "4" to Daniels Deel. at pages 1-5.) 13 Ms. Hadley dies on September 13, 2019, and Harold Crawford stops making 14 payments to The Estate of Carmen J. Hadley on September 30, 2019. (Carmen J. 15 Hadley Certificate of Death , page 2 (Exhibit "5" to Daniels Deel.); and Exhibit "4" to 16 Daniels Deel. at page 10.) 17 On October 15, 2019, James Welch, is appointed Personal Representative for 18 the Estate of Carmen Hadley in the State of Washington. (Letters Testamentary RE 19 James Welch Personal Representative Superior Court of Washington at page 1 20 (Exhibit "12" to Daniels Deel.).) 21 On June 29, 2021, James Welch is appointed Executor and Personal 22 Representative for the Estate of Carmen Hadley in the State of California. (Letters 23 Testamentary RE James Welch Executor and Personal Representative Superior Court 24 of California at Page 1 (Exhibit "14" to Daniels Deel.).) 25 26 27 28 4 PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE OF CARMEN J. HADLEY'S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF RENEWED MOTION FOR SUMMARY ADJUDICATION 1 111. SUMMARY ADJUDICATION SHOULD BE GRANTED WHERE THERE IS 2 NO TRIABLE ISSUE OF MATERIAL FACT 3 Code of Civil Procedure section 437c(f) authorizes either party to an action to file a motion for summary adjudication as to "one or more causes of action" on the 4 grounds that "the cause of action has no merit or that there is no affirmative defenses 5 thereto, or that there is no merit to an affirmative defenses as to any causes of action, 6 or both, ... " 7 Summary adjudication shall be granted if "there is no triable issue as to any 8 material fact and the moving party is entitled to judgment as a matter of law." (Code 9 Civ. Proc. § 437c(c).) 10 The burdens on the respective parties when the plaintiff is the moving party on a 11 motion for summary adjudication are set forth in Section 437c(o)(1) as follows: 12 A plaintiff or cross-complainant has met his or her burden of 13 showing that there is no defense to a cause of action if that party has proved each element of the cause of action 14 entitling the party to judgment on that cause of action. Once 15 the plaintiff has met that burden, the burden shifts to the 16 defendant or cross-defendant to show that a triable issue of 17 one or more material facts exists as to that cause of action 18 or a defense thereto. The defendant or cross-defendant may 19 not rely upon the mere allegations or denials of its pleadings 20 to show that triable issue of material fact exists but, instead, 21 shall set forth the specific facts showing that a triable issue 22 of material fact exists as to that cause or action or defense 23 thereto. (Code Civ. Proc. § 437c(o)(1 ).) 24 In this case, the undisputed facts establish that Plaintiff is entitled to 25 judgment as a matter of law 26 27 28 5 PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE OF CARMEN J. HADLEY'S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF RENEWED MOTION FOR SUMMARY ADJUDICATION 1 a. Carmen Hadley And Her Estate Are Owed A Duty Under The 2007 2 Agreement 3 1. Carmen Hadley is James Hadley's Heir James Hadley dies in February 2010 leaving a will identifying Carmen Hadley as 4 his spouse and sole heir to his estate. (Exhibit "3" to Daniels Deel. at 31 :6-8 and Exhibit 5 "9" to Daniels Deel. at pages 32-39.) The will is self-authenticating under Cal. Evid. 6 Code § 1330; Pearson v. Pearson (1873) 46 Cal.609. If additional authentication is 7 required Plaintiff can subpoena Grover Waldon to trial to authenticate the Mr. Hadley's 8 will. Mr. Waldon was a witness to Mr. Hadley's will. 9 In March 2010, Carmen Hadley files a Spousal Property Petition to determine 10 the property rights to certain items of James Hadley's Estate. (Exhibit "9" to Daniels 11 Deel. at pages 30-38.) 12 In July 2011, the court makes an order declaring Carmen Hadley as James 13 Hadley's surviving spouse. (Exhibit "9" to Daniels Deel. at pages 1-3.) An heir is defined as "any person, including the surviving spouse, who is entitled 14 to take property of the decedent by intestate succession ... " (Cal. Prob. Code § 44.) 15 'Section 7.6 of the 2007 ICA states that the agreement "shall inure to and for the 16 benefit" of the parties' heirs. (Exhibit "2" to Daniels Deel. at ,I 7 .6.) 17 Based on this, Carmen Hadley has the right to enforce this contract under 18 section 7.6 as James Hadley's heir in addition to her direct right to payments under 19 section 4.8 of the 2007 Agreement. 20 2. Carmen Hadley's Estate Has A Right To Payments Under The 2007 Agreement 21 "The term "estate" is generally used to describe the total assets of a decedent." 22 (Estate of Pezzola (1980) 112 Cal.App.3d 752, 756. See also, Estate of O'Gorman 23 (1911) 161 Cal. 654, 658 and Security-First Nat. Bank v. Stack (1939) 32 Cal.App.2d 586, 593.) 24 And an "estate" has been interpreted to mean "'property' or [the] degree, quality, 25 nature and extent of one's interest in or ownership of property, real or personal."' 26 (Pezzola, supra, 112 Cal.App.3d at page 756. See also, Estate of Glassford (1952) 114 27 Cal.App.2d 181, 189.) 28 6 PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE OF CARMEN J. HADLEY'S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF RENEWED MOTION FOR SUMMARY ADJUDICATION 1 Harold Crawford owed a duty to pay Carmen Hadley per Section 4.8 of the 2007 2 Agreement on the date James Hadley died. (Exhibit "2" at~ 4.8.) 3 This duty to pay Carmen Hadley through 2025 was fixed on the day that James Hadley died. (Exhibit "2" at~ 4.8.) 4 Harold Crawford begins paying Carmen Hadley per its duty to her on October 5 15, 2010. ("Exhibit "4" to Daniels Deel. at page 1 and Exhibit "3" to Daniels Deel. at 6 13:9-15:22.) 7 These payments under the 2007 Agreement were property rights that Carmen 8 Hadley was entitled to, and her estate retains this property right even after her death. 9 Section 7.6 states that the benefit of the 2007 agreement is for James Hadley's 10 heirs. (Exhibit "2" to Daniels Deel. at~ 7 .6) Carmen Hadley is the only heir that this 11 benefit inures to because no other heir would have standing to bring a breach of 12 contract claim but Carmen Hadley herself. 13 The 2007 Agreement does not include any language that allows Harold Crawford to end payments in the event of Carmen Hadley's death. What the 2007 14 Agreement is very clear on is the term and amounts that Carmen Hadley is to be paid 15 and the condition precedent, i.e.,James Hadley's death, that is required before any 16 payment to Carmen Hadley is to be made. 17 3. Harold Crawford Is Attempting To Exploit An Ambiguity That It Created To Stop 18 Paying Under The 2007 Agreement. 19 The 2007 Agreement does not contain any language that explicitly states what 20 Harold Crawford's obligations are in the event Carmen Hadley dies before 2025. This 21 lack of language creates an ambiguity as to what the obligations of the parties are 22 when Carmen Hadley dies and should be interpreted against Harold Crawford. 23 The primary rule of contract interpretation is that the contract must be interpreted as a whole and the intention of the parties is to be collected from the entire 24 instrument. (Hunt v. United Bank & Trust Co., (1930) 210 Cal.108, 115.) "Individual 25 clauses and particular words must be considered in connection with the rest of the 26 agreement, and all of the writing and every word of it will,if possible be given effect." 27 (Id.) 28 7 PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE OF CARMEN J. HADLEY'S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF RENEWED MOTION FOR SUMMARY ADJUDICATION 1 "In cases of uncertainty ... , the language of a contract should be interpreted most 2 strongly against the party who caused the uncertainty to exist." (Ca/. Civ. Code§ 3 1654.) The party who prepares a contract "can by exactness of expression more readily 4 prevent mistakes in meaning than one with whom he isdealing. Doubts arising from 5 ambiguity of language are therefore resolved in favor of the latter." (Hunt, supra, 210 6 Cal. 108, 116. See also, Gillespie v. Ormsby (1954) 126 Cal.App.2d 513, 523.) 7 The Ninth Circuit Court of Appeals in Ulmann v. Sunset-McKee Co. (1955) 221 8 F .2d 128 held that a contract to pay in installments survived death unless the contract 9 specified otherwise. 10 In U/mann, the plaintiff, decedent's estate, sued for breach of contract to 11 recover outstanding retirement payments owed to the decedent's estate. The plaintiff 12 and the defendant entered into a contract in which upon the plaintiff's retirement from 13 defendant's company, defendant would pay $150 per month for three years. Plaintiff retired and the defendant began paying $150 per month until the plaintiff died. The 14 court held that the installment payments contract was a general contract to pay for a 15 certain amount over a certain period of time and not a contract for personal services 16 from the plaintiff, that would expire on the plaintiff's death. As such the contract 17 survived the plaintiff's death and the court ordered the defendant to pay the plaintiff's 18 estate. (Ulmann v. Sunset-McKee Co. (1955) 221 F.2d 128.) 19 Here, Harold Crawford's attorneys drafted the 2007 Agreement under the 20 supervision of Harold Crawford. (Exhibit "15" to Daniels Deel. at 9:7-25 and 17: 17- 21 20: 16; Exhibit "3" to Daniels Deel. at 28:7-25.) 22 Paragraph 4.8 of the 2007 Agreement states what Harold Crawford's obligations 23 are to Carmen Hadley, upon James Hadley's death, and for what time. (Exhibit "2" to Daniels Deel. at~ 4.8.) 24 There is no language that states or even contemplates allowing Harold Crawford 25 to end payments to Carmen Hadley before 2025, even if she dies. 26 27 28 8 PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE OF CARMEN J. HADLEY'S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF RENEWED MOTION FOR SUMMARY ADJUDICATION 1 What is apparent from the contract is that Carmen Hadley is to receive 2 installment payments every year from the date of James Hadley's death until the end of 3 2025. These payments are not in exchange for goods or services from Carmen Hadley. Further, all of these terms are wrapped up by an integration clause that states 4 that the agreement "contains the entire agreement between the parties ... " (Exhibit "2" 5 to Daniels Deel. at ,I 7.9.) 6 Harold Crawford is attempting to use the lack of any language regarding 7 Carmen Hadley's death to unilaterally terminate its duty to pay under the 2007 8 Agreement. This ambiguity is the product of Harold Crawford's drafting and should be 9 construed against it. 10 b. The indisputable nature of Harold Crawford's duty to pay arises from 11 the construction of the 2007 Independent Contractor Agreement and 12 the performance of the parties 13 1. Plain Language The plain language of the 2007 Independent Contractor Agreement ("2007 14 Agreement") states clearly and unequivocally what the intentions of the parties are. 15 "When the language of a contract is clear and explicit and is reduced to writing, 16 the language of the contract governs itsinterpretation, and the intention of the parties 17 is to be ascertained from the writing alone." (Crow v. P.E.G. Constr. Co. (1957) 156 18 Cal.App.2d 271, 277. See also, Ca/. Civ. Code§§ 1639, 1640, 1644.) 19 "In interpreting a contract, language is to be given the meaning which the one 20 using it apprehended or should have apprehended that the other party would give to it." 21 (Granger v. New Jersey Ins, Co. (1930) 108 Cal.App.290, 293.) 22 The 2007 Independent Contractor Agreement ("2007 Agreement") states that if 23 James Hadley dies before 2014, Carmen Hadley is to receive $100,000 until 2014 and $75,000 from 2015 through 2025. (Exhibit "2" to Daniels Deel. at ,I 4.8.) 24 The 2007 Agreement expressly states that Harold Crawford, Co.'s duty to pay, 25 under section 4.8 of the 2007 Agreement, continues through December 31, 2025, and 26 Carmen Hadley's benefit to receive the payments are to "inure" or pass on to the 27 parties' heirs. (Exhibit "2" to Daniels Deel. at ,I 7.6.) 28 9 PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE OF CARMEN J. HADLEY'S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF RENEWED MOTION FOR SUMMARY ADJUDICATION 1 Based on the clear and explicit agreement, which was reduced to writing, it is 2 clear from the contract alone that Harold Crawford has a duty to pay The Estate of 3 Carmen J. Hadley from the date of her death until December 31, 2025. 2. Integration Clause 4 The 2007 Agreement contains an "integration clause" that shows the terms of 5 the contract are to be the entirety of the parties' agreement. 6 "It is admitted to be the general rule that where a contract in writing is complete 7 in all its terms, parol evidence to vary those terms may not be admitted." 8 (Greathouse v. Oaleno (1922) 57 Cal.App.187, 189. See also, Code Civ. Proc. § 9 1856(a).) 10 Further, "[T]he execution of a contract in writing, whether the law requires it to 11 be written or not, supersedes all the negotiations or stipulations concerning its matter 12 which preceded or accompanied the execution of the instrument." (Ca/. Civ. Code§ 13 1625.) The 2007 Agreement Section 7.6 states that the payment schedule for the 14 benefit of Carmen Hadley, as outlined in Section 4.8, is binding upon Harold Crawford 15 and its "members, officers, partners ... past, present, and future." (Exhibit "2" to Daniels 16 Deel. at ,I 7 .6.) 17 Section 7.9 of the 2007 Agreement then states that the contract contains "the 18 entire agreement between the parties and constitutes an integration of the entire 19 agreement, contract, promise and understandings of the parties." (Exhibit "2" to Daniels 20 Deel. at ,I 7.9.) 21 This section clearly shows the parties understood that Harold Crawford, its 22 members, officers, partners and successors, past, present, and future, have a duty to 23 continue payments to Carmen Hadley until 2025. Further, 2007 Agreement contains no language or provisions that allow Harold Crawford to unilaterally stop paying Carmen 24 Hadley nor is there language that terminates the payments to Carmen Hadley in the 25 event of her death. 26 27 28 10 PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE OF CARMEN J. HADLEY'S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF RENEWED MOTION FOR SUMMARY ADJUDICATION 1 The language of the contract is such that the benefit and obligations are to 2 continue until the contract terms have been met, i.e.,the payments owed to Carmen 3 Hadley have been paid through 2025. 3. Performance of the Parties 4 The performance of the parties also shows what the parties believe their 5 obligations to be under the 2007 Agreement. 6 Where normally parol evidence is not admissible if the contract has an 7 integration clause, "[A] well-understood concurrent rule is, that where the parol 8 evidence which is offered is entirely consistent with and in no way changes or 9 contradicts the written instrument, such parol evidence may be admitted. (Greathouse 10 v. Da/eno (1922) 57 Cal.App.187, 190.) 11 Here, James Hadley dies in February 2010 and Harold Crawford immediately 12 starts paying Carmen Hadley per Section 4.8 of the 2007 Agreement. (Exhibit "4" to 13 Daniels Deel. at page 1.) In 2015, Harold Crawford adjusts itspayments to Carmen Hadley as set forth in 14 Section 4.8 of the 2007 Agreement. (Exhibit "4" to Daniels Deel. at page 6.) 15 After the payment adjustment in 2015, Harold Crawford continues making 16 payments to Carmen Hadley until 2019 when she died. 17 Harold Crawford pays Carmen Hadley a total of $942,083.72 from 2010 until 18 2019. 19 This performance shows Harold Crawford clearly understands what its 20 obligations are under the 2007 Agreement and is attempting to use death and 21 ambiguity to save from paying what is owed under the 2007 Agreement that Harold 22 Crawford negotiated and had drafted by its lawyers. 23 IV. CONCLUSION Based on the above undisputed material facts, Harold Crawford, Co. has a duty 24 to pay The Estate of Carmen J. Hadley under the 2007 Agreement and plaintiff The 25 Estate of Carmen J. Hadley is entitled to summary adjudications as a matter of law. 26 Ill 27 Ill 28 11 PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE OF CARMEN J. HADLEY'S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF RENEWED MOTION FOR SUMMARY ADJUDICATION 1 DATED: September 27, 2022 DANIEL 2 3 William A. Daniels, Jr. 4 Attorney for Plaintiff 5 JAMES WELCH, as personal representative for the estate of 6 CARMEN J. HADLEY 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 12 PLAINTIFF JAMES WELCH AS PERSONAL REPRESENTATIVE FOR THE ESTATE OF CARMEN J. HADLEY'S MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF RENEWED MOTION FOR SUMMARY ADJUDICATION