Preview
1 THOMAS F. CARLUCCI, CA Bar No. 135767 5/24/2023
tcarlucci@foley.com
2 JASON Y. WU, CA Bar No. 313368
jwu@foley.com
3 FOLEY & LARDNER LLP
555 CALIFORNIA STREET
4 SUITE 1700
SAN FRANCISCO, CA 94104-1520
5 TELEPHONE: 415.434.4484
FACSIMILE: 415.434.4507
6
Attorneys for Defendants and Cross-Complainants
7 LEARNSHIP CORPORATION and LEARNSHIP
NETWORKS GmbH
8
SUPERIOR COURT OF THE STATE OF CALIFORNIA
9
FOR THE COUNTY OF SAN MATEO
10
11
SKYLINE VENTURE PARTNERS LLC, A ) CASE NO: 19-CIV-07663
12 DELAWARE LIMITED LIABILITY CORPORATION )
) DEFENDANTS AND CROSS-
13 PLAINTIFF, ) COMPLAINANTS LEARNSHIP
) CORPORATION AND LEARNSHIP
14 V. ) NETWORKS GMBH’S CASE
) MANAGEMENT AND TRIAL SETTING
15 LEARNSHIP CORPORATION, A DELAWARE ) CONFERENCE STATEMENT
CORPORATION; LEARNSHIP NETWORKS GMBH, )
16 A FOREIGN CORPORATION; AND DOES 1 THROUGH ) DATE: MAY 26, 2023
50, INCLUSIVE, ) TIME: 2:00 PM
17 ) DEPT: 23
DEFENDANTS. )
18 ) HON. V. RAYMOND SWOPE
)
19 LEARNSHIP CORPORATION, A DELAWARE )
CORPORATION; LEARNSHIP NETWORKS GMBH, )
20 A FOREIGN CORPORATION, ) CASE FILED: DECEMBER 27, 2019
)
21 CROSS-COMPLAINANTS, )
)
22 V. )
)
23 SKYLINE VENTURE PARTNERS LLC, A )
DELAWARE LIMITED LIABILITY CORPORATION AND )
24 ROES 1 THROUGH 25, INCLUSIVE, )
)
25 CROSS-DEFENDANT. )
)
26
27
28
DEFENDANTS’ CASE MANAGEMENT AND TRIAL SETTING CONFERENCE STATEMENT
CASE NO. 19-CIV-07663
4868-3682-0070.1
1 Defendants and Cross-Complainants Learnship Corporation and Learnship Networks GmbH
2 (collectively, “Defendants”) hereby submit the following Case Management and Trial Setting
3 Conference Statement:
4 I. STATEMENT OF THE CASE
5 In 2019, Defendant Learnship Corporation purchased GlobalEnglish Corporation
6 (“GlobalEnglish”) from Plaintiff Skyline Venture Partners, LLC (“Plaintiff”) in a Stock Purchase
7 Agreement (“SPA”). Defendant Learnship Networks GmbH (“Learnship Networks”) guaranteed
8 Learnship Corporation’s obligations under the SPA.
9 In entering the SPA, Plaintiff provided financial disclosures and made representations and
10 warranties that (1) Plaintiff had fairly and accurately kept GlobalEnglish’s and its subsidiaries’ financial
11 records in accordance with appropriate accounting principles and disclosed those records accurately; (2)
12 GlobalEnglish and its subsidiaries had no liabilities other than those disclosed in their financial records
13 as of December 31, 2018 and those incurred in the ordinary course of business since then but not
14 material in amount; and (3) Plaintiff would indemnify Learnship Corporation for any unaccrued taxes of
15 GlobalEnglish through the SPA’s closing.
16 Plaintiff breached each of those representations and warranties. After the SPA closed,
17 Defendants discovered numerous liabilities of GlobalEnglish that were not disclosed and/or paid, in
18 violation of Plaintiff’s obligations under the SPA and common law. These included: pension and
19 vacation liabilities for employees of its Korean and Italian subsidiaries; invoices and other fees due for
20 goods and services from various entities, including professional services firms; and various outstanding
21 taxes and penalties incurred but not paid for by GlobalEnglish or Plaintiff. Finally, Defendants
22 discovered that Plaintiff had incurred or caused GlobalEnglish to incur obligations from professional
23 services firms for which Plaintiff was solely liable. Defendants continue to discover liabilities of
24 GlobalEnglish that Plaintiff did not disclose or pay in violation of the SPA and common law.
25 Under the SPA and common law, Defendants are entitled to be indemnified by Plaintiff, and
26 receive a set off against the purchase price in the SPA, for the hundreds of thousands of dollars of
27 liabilities that constitute breaches of Plaintiff’s representations under the SPA, and to be indemnified by
28 Plaintiff for any liabilities of GlobalEnglish for which Plaintiff is responsible and/or failed to pay.
1
DEFENDANTS’ CASE MANAGEMENT AND TRIAL SETTING CONFERENCE STATEMENT
CASE NO. 19-CIV-07663
4868-3682-0070.1
1 Defendants are also entitled to a declaration that the SPA permits this indemnification and set-off. As
2 such, Learnship Corp. has withheld partial payment of the purchase price under the SPA.
3 Plaintiff disputes its obligations under the SPA and has sued for (1) breach of contract, (2)
4 breach of the implied covenant of good faith and fair dealing, (3) specific performance, and (4)
5 declaratory judgment. Defendants have filed a cross-complaint asserting claims for (1) breach of
6 contract, (2) indemnification, and (3) declaratory judgment. Defendants contend they are entitled to
7 monetary damages in an amount to be proven at trial, interest, attorney’s fees and costs to the extent
8 authorized by law or contract, declaratory relief, and further legal or equitable relief the Court deems
9 just.
10 II. RELATED CASES
11 Defendants are unaware of any related cases.
12 III. PARTIES
13 All parties named in the Complaint or Cross-Complaint have been served and have appeared.
14 IV. ADDITIONAL PARTIES
15 At this time, Defendants do not anticipate the addition of any further parties to this action.
16 V. ALTERNATIVE DISPUTE RESOLUTION
17 On January 15, 2021, the parties participated in a private mediation pursuant to the Court’s Civil
18 ADR Program. The parties were unable to resolve this matter at mediation.
19 VI. DISCOVERY
20 The parties have propounded and responded to written discovery. The parties engaged in
21 informal numerous discovery conferences with Civil Commissioner Ernst Halperin throughout 2021.
22 Around March 2022, the parties reached mutual agreement on search terms and custodians for
23 Defendants’ document production. The parties’ mutually agreed search terms and custodians resulted in
24 nearly 40,000 hits and attachments. Contrary to Plaintiff’s accusations of “stonewalling,” Defendants
25 have moved swiftly with document production, reviewing tens of thousands of documents and
26 producing responsive documents by November 22, 2022, within months of agreement on proposed
27 search terms and custodians. Defendants anticipate noticing depositions of party witnesses, serving
28 third-party discovery, engaging in expert discovery, and serving additional targeted discovery as needed.
2
DEFENDANTS’ CASE MANAGEMENT AND TRIAL SETTING CONFERENCE STATEMENT
CASE NO. 19-CIV-07663
4868-3682-0070.1
1 VII. TRIAL
2 Plaintiff has requested a jury trial. Defendants estimate that trial will last 5-10 days. Defendants
3 are agreeable to Plaintiffs’ suggestion that a further case management and trial setting conference be
4 held within 60-90 days; or in the alternative, request a trial date no earlier than the middle of 2024. Due
5 to trials and conflicts in other matters, Defendants’ counsel are presently unavailable for trial on the
6 following dates: June 12-16, 2023, July 10 – August 18, 2023, September 18 – October 6, 2023,
7 November 13-24, 2023, March 1-22, 2024, April 8 – June 7, 2024, June 21 – July 5, 2024, September 16
8 – October 4, 2024 .
9
DATE: MAY 24, 2023 FOLEY & LARDNER LLP
10 THIOMAS F. CARLUCCI
JASON Y. WU
11
12
13 By: ______________________________________
JASON Y. WU
14 Attorneys for Defendants and Cross-Complainants
LEARNSHIP CORPORATION and LEARNSHIP
15 NETWORKS GmbH
16
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19
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21
22
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25
26
27
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DEFENDANTS’ CASE MANAGEMENT AND TRIAL SETTING CONFERENCE STATEMENT
CASE NO. 19-CIV-07663
4868-3682-0070.1
1 PROOF OF SERVICE
2 I am employed in the County of San Francisco, State of California. I am over the age of 18 and not a
party to this action; my current business address is 555 California Street, Suite 1700, San Francisco, CA
3 94104-1520.
4 On May 24, 2023, I served the foregoing document(s) described as: DEFENDANTS AND CROSS-
COMPLAINANTS LEARNSHIP CORPORATION AND LEARNSHIP NETWORKS GMBH’S
5 CASE MANAGEMENT AND TRIAL SETTING CONFERENCE STATEMENT on the interested
parties in this action as follows:
6
Allonn Levy
7 Erika J. Gasaway
Perry J. Woodward
8 Arthur E. Rothrock
HOPKINS & CARLEY, A LAW CORPORATION
9 70 South First St
San Jose, CA 95113
10 Emails:
alevy@hopkinscarley.com
11 egasaway@hopkinscarley.com
pwoodward@hopkinscarley.com
12 arothrock@hopkinscarley.com
13 Attorneys for Plaintiff and Cross-Defendant
14
X BY E-SERVICE
15 X I personally caused each document listed above to be served by a Court-
approved Electronic Court Filing Service Provider by transmitting true and
16 correct copies of each document(s) for electronic service to the parties in this
action.
17
X Executed on May 24, 2023, at San Francisco, California.
18
X I declare under penalty of perjury under the laws of the State of California that
19 the above is true and correct.
X I declare that I am employed in the office of a member of the bar of this court at
20 whose direction the service was made.
21
22
23 Laura Lee
24
25
26
27
28
4
DEFENDANTS’ CASE MANAGEMENT AND TRIAL SETTING CONFERENCE STATEMENT
CASE NO. 19-CIV-07663
4868-3682-0070.1
Preview
1 THOMAS F. CARLUCCI, CA Bar No. 135767 5/24/2023 tcarlucci@foley.com 2 JASON Y. WU, CA Bar No. 313368 jwu@foley.com 3 FOLEY & LARDNER LLP 555 CALIFORNIA STREET 4 SUITE 1700 SAN FRANCISCO, CA 94104-1520 5 TELEPHONE: 415.434.4484 FACSIMILE: 415.434.4507 6 Attorneys for Defendants and Cross-Complainants 7 LEARNSHIP CORPORATION and LEARNSHIP NETWORKS GmbH 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 FOR THE COUNTY OF SAN MATEO 10 11 SKYLINE VENTURE PARTNERS LLC, A ) CASE NO: 19-CIV-07663 12 DELAWARE LIMITED LIABILITY CORPORATION ) ) DEFENDANTS AND CROSS- 13 PLAINTIFF, ) COMPLAINANTS LEARNSHIP ) CORPORATION AND LEARNSHIP 14 V. ) NETWORKS GMBH’S CASE ) MANAGEMENT AND TRIAL SETTING 15 LEARNSHIP CORPORATION, A DELAWARE ) CONFERENCE STATEMENT CORPORATION; LEARNSHIP NETWORKS GMBH, ) 16 A FOREIGN CORPORATION; AND DOES 1 THROUGH ) DATE: MAY 26, 2023 50, INCLUSIVE, ) TIME: 2:00 PM 17 ) DEPT: 23 DEFENDANTS. ) 18 ) HON. V. RAYMOND SWOPE ) 19 LEARNSHIP CORPORATION, A DELAWARE ) CORPORATION; LEARNSHIP NETWORKS GMBH, ) 20 A FOREIGN CORPORATION, ) CASE FILED: DECEMBER 27, 2019 ) 21 CROSS-COMPLAINANTS, ) ) 22 V. ) ) 23 SKYLINE VENTURE PARTNERS LLC, A ) DELAWARE LIMITED LIABILITY CORPORATION AND ) 24 ROES 1 THROUGH 25, INCLUSIVE, ) ) 25 CROSS-DEFENDANT. ) ) 26 27 28 DEFENDANTS’ CASE MANAGEMENT AND TRIAL SETTING CONFERENCE STATEMENT CASE NO. 19-CIV-07663 4868-3682-0070.1 1 Defendants and Cross-Complainants Learnship Corporation and Learnship Networks GmbH 2 (collectively, “Defendants”) hereby submit the following Case Management and Trial Setting 3 Conference Statement: 4 I. STATEMENT OF THE CASE 5 In 2019, Defendant Learnship Corporation purchased GlobalEnglish Corporation 6 (“GlobalEnglish”) from Plaintiff Skyline Venture Partners, LLC (“Plaintiff”) in a Stock Purchase 7 Agreement (“SPA”). Defendant Learnship Networks GmbH (“Learnship Networks”) guaranteed 8 Learnship Corporation’s obligations under the SPA. 9 In entering the SPA, Plaintiff provided financial disclosures and made representations and 10 warranties that (1) Plaintiff had fairly and accurately kept GlobalEnglish’s and its subsidiaries’ financial 11 records in accordance with appropriate accounting principles and disclosed those records accurately; (2) 12 GlobalEnglish and its subsidiaries had no liabilities other than those disclosed in their financial records 13 as of December 31, 2018 and those incurred in the ordinary course of business since then but not 14 material in amount; and (3) Plaintiff would indemnify Learnship Corporation for any unaccrued taxes of 15 GlobalEnglish through the SPA’s closing. 16 Plaintiff breached each of those representations and warranties. After the SPA closed, 17 Defendants discovered numerous liabilities of GlobalEnglish that were not disclosed and/or paid, in 18 violation of Plaintiff’s obligations under the SPA and common law. These included: pension and 19 vacation liabilities for employees of its Korean and Italian subsidiaries; invoices and other fees due for 20 goods and services from various entities, including professional services firms; and various outstanding 21 taxes and penalties incurred but not paid for by GlobalEnglish or Plaintiff. Finally, Defendants 22 discovered that Plaintiff had incurred or caused GlobalEnglish to incur obligations from professional 23 services firms for which Plaintiff was solely liable. Defendants continue to discover liabilities of 24 GlobalEnglish that Plaintiff did not disclose or pay in violation of the SPA and common law. 25 Under the SPA and common law, Defendants are entitled to be indemnified by Plaintiff, and 26 receive a set off against the purchase price in the SPA, for the hundreds of thousands of dollars of 27 liabilities that constitute breaches of Plaintiff’s representations under the SPA, and to be indemnified by 28 Plaintiff for any liabilities of GlobalEnglish for which Plaintiff is responsible and/or failed to pay. 1 DEFENDANTS’ CASE MANAGEMENT AND TRIAL SETTING CONFERENCE STATEMENT CASE NO. 19-CIV-07663 4868-3682-0070.1 1 Defendants are also entitled to a declaration that the SPA permits this indemnification and set-off. As 2 such, Learnship Corp. has withheld partial payment of the purchase price under the SPA. 3 Plaintiff disputes its obligations under the SPA and has sued for (1) breach of contract, (2) 4 breach of the implied covenant of good faith and fair dealing, (3) specific performance, and (4) 5 declaratory judgment. Defendants have filed a cross-complaint asserting claims for (1) breach of 6 contract, (2) indemnification, and (3) declaratory judgment. Defendants contend they are entitled to 7 monetary damages in an amount to be proven at trial, interest, attorney’s fees and costs to the extent 8 authorized by law or contract, declaratory relief, and further legal or equitable relief the Court deems 9 just. 10 II. RELATED CASES 11 Defendants are unaware of any related cases. 12 III. PARTIES 13 All parties named in the Complaint or Cross-Complaint have been served and have appeared. 14 IV. ADDITIONAL PARTIES 15 At this time, Defendants do not anticipate the addition of any further parties to this action. 16 V. ALTERNATIVE DISPUTE RESOLUTION 17 On January 15, 2021, the parties participated in a private mediation pursuant to the Court’s Civil 18 ADR Program. The parties were unable to resolve this matter at mediation. 19 VI. DISCOVERY 20 The parties have propounded and responded to written discovery. The parties engaged in 21 informal numerous discovery conferences with Civil Commissioner Ernst Halperin throughout 2021. 22 Around March 2022, the parties reached mutual agreement on search terms and custodians for 23 Defendants’ document production. The parties’ mutually agreed search terms and custodians resulted in 24 nearly 40,000 hits and attachments. Contrary to Plaintiff’s accusations of “stonewalling,” Defendants 25 have moved swiftly with document production, reviewing tens of thousands of documents and 26 producing responsive documents by November 22, 2022, within months of agreement on proposed 27 search terms and custodians. Defendants anticipate noticing depositions of party witnesses, serving 28 third-party discovery, engaging in expert discovery, and serving additional targeted discovery as needed. 2 DEFENDANTS’ CASE MANAGEMENT AND TRIAL SETTING CONFERENCE STATEMENT CASE NO. 19-CIV-07663 4868-3682-0070.1 1 VII. TRIAL 2 Plaintiff has requested a jury trial. Defendants estimate that trial will last 5-10 days. Defendants 3 are agreeable to Plaintiffs’ suggestion that a further case management and trial setting conference be 4 held within 60-90 days; or in the alternative, request a trial date no earlier than the middle of 2024. Due 5 to trials and conflicts in other matters, Defendants’ counsel are presently unavailable for trial on the 6 following dates: June 12-16, 2023, July 10 – August 18, 2023, September 18 – October 6, 2023, 7 November 13-24, 2023, March 1-22, 2024, April 8 – June 7, 2024, June 21 – July 5, 2024, September 16 8 – October 4, 2024 . 9 DATE: MAY 24, 2023 FOLEY & LARDNER LLP 10 THIOMAS F. CARLUCCI JASON Y. WU 11 12 13 By: ______________________________________ JASON Y. WU 14 Attorneys for Defendants and Cross-Complainants LEARNSHIP CORPORATION and LEARNSHIP 15 NETWORKS GmbH 16 17 18 19 20 21 22 23 24 25 26 27 28 3 DEFENDANTS’ CASE MANAGEMENT AND TRIAL SETTING CONFERENCE STATEMENT CASE NO. 19-CIV-07663 4868-3682-0070.1 1 PROOF OF SERVICE 2 I am employed in the County of San Francisco, State of California. I am over the age of 18 and not a party to this action; my current business address is 555 California Street, Suite 1700, San Francisco, CA 3 94104-1520. 4 On May 24, 2023, I served the foregoing document(s) described as: DEFENDANTS AND CROSS- COMPLAINANTS LEARNSHIP CORPORATION AND LEARNSHIP NETWORKS GMBH’S 5 CASE MANAGEMENT AND TRIAL SETTING CONFERENCE STATEMENT on the interested parties in this action as follows: 6 Allonn Levy 7 Erika J. Gasaway Perry J. Woodward 8 Arthur E. Rothrock HOPKINS & CARLEY, A LAW CORPORATION 9 70 South First St San Jose, CA 95113 10 Emails: alevy@hopkinscarley.com 11 egasaway@hopkinscarley.com pwoodward@hopkinscarley.com 12 arothrock@hopkinscarley.com 13 Attorneys for Plaintiff and Cross-Defendant 14 X BY E-SERVICE 15 X I personally caused each document listed above to be served by a Court- approved Electronic Court Filing Service Provider by transmitting true and 16 correct copies of each document(s) for electronic service to the parties in this action. 17 X Executed on May 24, 2023, at San Francisco, California. 18 X I declare under penalty of perjury under the laws of the State of California that 19 the above is true and correct. X I declare that I am employed in the office of a member of the bar of this court at 20 whose direction the service was made. 21 22 23 Laura Lee 24 25 26 27 28 4 DEFENDANTS’ CASE MANAGEMENT AND TRIAL SETTING CONFERENCE STATEMENT CASE NO. 19-CIV-07663 4868-3682-0070.1