Preview
1 Sherry J Larsen
Dba/Cal State Enterprises
2 2511 E. Birch Ave.
Clovis, CA 93611
3 559-322-2212
4
Plaintiff
5
SUPERIOR COURT OF THE STATE OF CALIFORNIA
6
IN AND FOR THE COUNTY OF PLACER
7
8 SHERRY LARSEN, individually and dba CASE NO. S-CV-0045659
9 CALIFORNIA STATE ENTERPRISES
10 SETTLEMENT CONFERENCE
Plaintiff, STATEMENT
11
vs.
12
PLACER VALLEY SPORTS COMPLEX,
13 INC. DBA @The Grounds, a California
corporation; and DOES 1-10, inclusive
14
Defendants.
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16
17
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19 Plaintiff and cross-defendant, PLACER VALLEY SPORTS COMPLEX, INC. dba
20 @theGrounds, submits the following settlement conference statement:
21 Factual Background
22 In late June of 2019, I called @the Grounds to inquire about using their new facility for my
23 home and garden show. I spoke with Cheryl Goldfarb. We had an in-depth discussion of the needs
for my event and the new facility. Cheryl was familiar with my events as she had attended it at the
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Sacramento Convention Center and was my contact when I moved to the McClelland Conference
25
Center in August 2017. Cheryl told me there were other companies interested in the new venue and
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they would make a decision as to who they would select within a week. The next week, Cheryl
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notified me that I had been selected.
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2 On July 16, 2019, Cheryl sent a proposal with the contract amounts and dates. I immediately
3 notified Cheryl she had made a mistake in the cost. It was listed at almost have of what it should
4 have been. This was just the first of the errors in the document received from @the Grounds.
After an email exchange to clarify the building configuration and contract clauses I requested a
5
contract on July 29, 2019. On August 1, 2019, Cheryl emailed that the County Attorney had to
6
make a few minor changes to the contract and she wouldn’t be able to get it to me that week. On
7
August 1, 2019, I sent Cheryl the preliminary floor plan for our show using half of the hall as we
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had agreed in our pre-contract discussions.
9
On August 8, 2019, I emailed Cheryl the artwork for a postcard we were going to use to
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announce the show in August 2020 @the Grounds. Also, on August 8, 2019, Cheryl emailed asking
11
me to complete the “Grounds Event Application”. She thought she had sent it previously and
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during phone conversations she said it is just a requirement for all events, even though we were
13
already into the contract phase. The application was emailed to Cheryl on August 8, and listed an
14 estimate of the number of attendees at 8,000. This was only an estimated the attendees and did not
15 include the exhibitors, which is an industry norm. With over 300 booths as shown on my
16 preliminary floor plan sent on August 1st, and with an average of 2 exhibitors per booth per day, this
17 would increase the total expected to be inside the building, for the 3 days of the Show to almost
18 10,000. At a minimum there could be 600 exhibitors in the building during all Show hours plus the
19 attendees.
20 During a site visit on Friday, August 9, 2019, I was told that the postcard had been approved
21 and I could now distribute it. I was also emailed the @the Grounds logo so we could start our
22 marketing of the show at the new venue. Posters were also printed and displayed at our August 16,
23 17, 19, 2019 Show held at McClelland Conference Center. We announced to all exhibitors that we
would not be holding our January 2020 show to concentrate on the August 2020 show at @the
24
Grounds. The postcards were mailed to past and current exhibitors announcing the new show.
25
On August 9th, during the site visit I was given the final contract. On August 12th I emailed
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the additional questions and comments, as contract did not include all of the point we had discussed
27
and agreed to previously. On August 13th, Cheryl responded to my comments and questions but
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1 stated she couldn’t confirm the exact dates for the spring show but could confirm 5 years of dates
2 for the August shows. On August 14th I replied that we agreed on all contract points and stated “I
3 can be flexible on a spring date, anywhere from January to April time frame. But, I need a
4 commitment that a date will be available”. I requested the final contract.
On August 29th, with no reply as to the contract I emailed Cheryl asking that the payment
5
dates be tied to the final execution date of the contract, i.e. the second payment of $8,000 would be
6
due 150 day after contract execution. I confirmed that at her instruction, we still were not making
7
sales of booth space, until the contract was signed.
8
On September 13, 2019, Cheryl Goldfarb sent the final contract with the contract date as
9
August 8, 2019. Although there were no Item numbers, Violations section stated:
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Violations: Should Licensee or its guests or vendors violate this agreement or fail to
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adhere to all rules regarding the use of the premises, ATG may, at its discretion,
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terminate this agreement without notice and require Licensee and all other guests and
13
occupants to immediately vacate the premises (during the Event if necessary),
14 forfeiting any and all fees and monies paid. ATG reserve all rights, including the
15 right to enter or inspect the premises during the Event and monitor any sales or other
16 activities.
17 This section of the contract was clearly intended to cover the conduct of the Licensee and its
18 guest or vendors to protect against the damage to the facility. This clause was discussed in detail
19 with Cheryl Goldfarb as the contract went through changes and revisions from August 9 to the
20 November 20, 2019 final contract.
21 The Force Majeure clause stated:
22 Force Majeure: The ability to execute this Agreement by either party is subject to
23 the Acts of God, including but not limited to hurricanes, flooding, earthquakes, fires,
24 power outages, etc., as well as any government intervention, staff disputes and
strikes, civil disorders, terrorism, or other emergencies. Should the event be canceled
25
through a Force Majeure event, all fees paid by Licensee to ATG will be returned to
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Licensee within thirty (30) days, other than the non-refundable deposit which may be
27
applied to future dated (misspelled in the contract).
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1
2 In late January, the United States Secretary of Health declared a national emergence due to
3 the virus rapidly spreading in the US and around the world. In February cruise ships were
4 quarantined in the Port of Oakland. The first case of human to human transfer of the virus in
California was reported in February in Vacaville. On March 4 the Governor of California declaring
5
a state of emergency and the same date as the first death in California is recorded in Roseville. On
6
March 7th the Governor issued an Executive Order concerning all mass gatherings. On March 11th
7
the Governor issues the stay at home order and prohibits mass gatherings. Force Majeure clause
8
was officially triggered no later than March 11th but it can be argued that it was triggered as early as
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March 4, 2020.
10
As per the Force Majeure clause any payments made was required to be refunded within 30
11
days. The non-refundable deposit is transferred to a future date. ATG is still holding the $5,000
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deposit for that future show date.
13
Besides spelling errors in the Contract there are errors within the payment section. In the
14 final contract, the date of the first deposit is missing, only the month of December is listed. For the
15 second payment two different dates are listed, February 1st and February 28th. Regardless of the
16 date, if a payment had been made on either date, under the Force Majeure clause, it was required to
17 be refunded no later than April 11, 2020.
18 Between April 3, 2020 and June 30, 2020 there were numerous email exchanges with Cheryl
19 Goldfarb and David Attaway. Over this 3 month period no request was made for payment.
20 Believing my August 2020 show was cancelled, in an April 27, 2020 email to Cheryl Goldfarb, I
21 requested new dates for the August Show and dates for the spring 2021 Show. Cheryl responded
22 that the only dates available would be March 12-14. On May 6, 2020 I again asked if there were
23 any dates available later in 2020, assuming that events might be allowed later in the year. I received
no response.
24
In May 28, 2019 email exchange with David Attaway he stated that he felt that my event
25
would be a stage 3 type of event. He also made reference to swap meets were being allowed. In my
26
response I disagreed with his assumptions and included that the Stage 4 definition, states that “mass
27
crowd” events would fall into the Stage 4 category. I asked him to get an official determined that
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4
1 our event would qualify for Stage 3, within the week. This question could be answered by Dr.
2 Amiee Sisson, Placer County Health Officer.
3 On of May 12, 2020 the State Health Department had issued based on the State’s Industry
4 Guidance for Shopping Malls, Destination Shopping Centers, Strip and Outlet Malls and Swap
Meets. In this document it states:
5
“All public events or concentrated gatherings … must be cancelled or postponed.”
6
In June 9, 2020 email Cheryl Goldfarb stated that she had reached out to public health to see
7
if we can move forward and she expected to know by the end of the week. On June 16th Cheryl
8
Goldfarb emailed that she had spoken with “the team” and they were comfortable we could proceed
9
with my event. I replied that I didn’t share “the team” opinion and did not believe that Dr. Sisson
10
would approve our event. I was not willing to be called a Swap Meet just to circumvent the State’s
11
guidelines and possible legal liability for misrepresenting the nature of my event.
12
During a phone discussion with Cheryl on June 18th she asked the write an email to David
13
detailing why my event could not be held. An email was sent to Cheryl and David Attaway on June
14 23,2020.
15 In a June 26, 2020 email Cheryl stated that she and David felt that I could still hold my
16 event as a Swap Meet, if I “preclude” element from my show. We scheduled a phone call for June
17 30, 2020.
18 June 30, 2020, Mr. Attaway insisted that I hold my event as a swap meet under the new
19 State guidelines. The State categorized a swap met as being held outdoors, but my event was
20 indoors. I stated that I would not hold my event as a Swap Meet and it did not qualify as a Swap
21 Meet. Mr. Attaway threatened that if I did not hold my event he would cancel my 5-year contract.
22 When asked under what grounds, he stated non-payment. This was the very first time payment was
23 mentioned; from ATG assertion that was due February 1st until June 30th payment had never been
request.
24
I contacted Dr. Sisson’s office to get an official determination if my event could be held. On
25
July 1, 2020 she responded with current State restriction no mass gatherings such as my event are
26
allowed.
27
In an email on June 30, 2020 following the phone conversation, Mr. Attaway sent an email
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5
1 stating that a member of his staff had contacted me twice in February requesting payment. This was
2 not true and Mr. Attaway could not support that statement during his deposition. In her deposition
3 Cheryl Goldfarb admitted she never contacted Dr. Sisson’s office.
4 At no time during 2020 were events allowed to take place. In her deposition, Dr. Aimee
Sisson, Placer County Health Officer, stated that at event when she left her position on September
5
25, 2021 indoor mass gatherings were still prohibited in Placer County.
6
DISCUSSION
7
The Defendant repeatedly and purposefully misstated the State and local COVID restrictions
8
to coerce me into holding an event that was not allowed under State and County restrictions.
9
10 As of March 11, 2020, the Force Majeure clause of the contract was triggered. It is a totally
11 unreasonable assertion to interpret that the Force Majeure clause would still require payments
12 to be made for an event that could not take place as described by this Clause. At no time during all
13
of 2020 were indoor mass events allowed in California.
14
In a July 17, 2020 letter from Mr. Sinclair, the Defendant’s attorney, to Mr. Benjamin
15
Nicholson, the Plaintiff’s attorney, full payment was demanded to cure what they stated was
16
17 “in violation of the license”, this included the final installment would be paid by the contractual
18 due date of July 30, 2020. The Defendant as the producers of the Placer County Fair cancelled the
19 Fair almost two months in advance. Yet the Defendant claims that they alone will make the final
20 decision as to whether my event can be held up to the day it is to open. On July 1, 2020 the Director
21
of Public Health and Public Health Officer stated that my event could not be held. In her deposition,
22
she confirmed that a year later, in September 2021, my event was still not allowed. @the Grounds
23
and Mr. David Attaway put themselves above all regulator officials without authorization to make
24
25 such decisions.
26 By the Defendant’s own actions they waived payment. During phone discussions and
27 email exchanges with staff, Mr. Attaway or Ms. Goldfarb, from February 2020 until my refusal to
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1 hold the Show on June 30, 2020, the payment was not requested. When asked about the payment
2 requests, Mr. Attaway stated a staff member contacted me about payment twice in February but
3 when I produced both the emails sent by that staff member and phone records to prove I was not
4
called, Mr. Attaway did not counter with any proof of his assertions. This is because we all
5
understood, that we were in a COVID State of emergency and the Force Majeure had been triggered.
6
Only when I rejected Mr. Attaway’s coercion to hold my event did he use the payment to justify
7
8 his attempt to cancel the 5-year contract.
9 The License agreement was for a Fine Living Expo. The scope of the event was well defined
10 with Mr. Attaway and Ms. Goldfarb. In their attempt to change my event to fit their description of a
11
Swamp Meet, they felt they had the authority to instruct me to eliminate parts of the event, including
12
live music, the kid’s activities, the hands-on workshops, and seminars. They did not have the
13
authority to change my event to suit their needs. Even if I had agreed to these changes, the event
14
still would have been restricted by the State and County guidelines. My event is an all-indoor mass
15
16 gathering greater than 250 people. That alone prohibited the event from being held in all of 2020.
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Statement of Economic and Non-Economic Damages and Demand
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Plaintiff prepared prospective income statements that would constitute the damages for
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breach of contract, which is attached hereto as Exhibit A. Plaintiff would be willing to settle for
20
that amount without the contract reinstated, which is a total of $1,893,063.
21
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__________________________________
23 Plaintiff Sherry Larsen
24 In Prop Per
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EXHIBIT A
3:25 PM Cal State Enterprises,
01/14/22
Cash Basis Profit Loss by Class
AllREVENUE
HISTORICAL Transactions
PER SQ. FT.
2017 2018 2019
Venue Sac Conv Ctr Jackson Sport Jackson Sport Jackson Sport McClellan McClellan
Income 145,400 146,865 147,045 100,888 106,488 99,768
Sq. Ft. (est.) 45,900 42,000 42,000 42,000 23,000 23,000
Income/ Sq. Ft. 3.17 3.50 3.50 2.40 4.63 4.34
PROJECTED OF REVENUE PER SHOW
FACILITY SQ. FT. (est.) 60,250 115,250
@THE GOUNDS HALF VENUE FULL VENUE
MAXIMUM INCOME * 326,700 654,650 As per Aug 2020 floor plan
ASSUME 80% SOLD 261,360 523,720 Est. 20% free or non-profit booths
EST. COGS 161,905 324,430
38.1% PROJECTED PROFIT $ 99,455 $ 199,290 % as per Cal State 2017-2018-2019 P & L
REVENUE PER SQ. FT. $ 4.34 $ 4.54
PROJECTION OF FUTURE REVENUE per YEAR OF CONTRACT
YEAR 1 ** YEAR 2 YEAR 3 YEAR 4 YEAR 5 TOTAL
298,744 398,580 398,580 398,580 398,580 $ 1,893,063
* Does NOT include ticket sales
** Half venue + full venue Year 1 only.
Page 1 of 1
POS-050/EFS-050
ATTORNEY OR PARTY WITHOUT ATTORNEY: STATE BAR NO: FOR COURT USE ONLY
NAME: Sherry Larsen
FIRM NAME:
STREET ADDRESS: 2511 E. Birch Ave. Clovis, CA 93611
CITY: Clovis STATE: CA ZIP CODE: 52317
TELEPHONE NO.: FAX NO. :
E-MAIL ADDRESS:
ATTORNEY FOR (name): In ProPer
SUPERIOR COURT OF CALIFORNIA, COUNTY OF Placer
STREET ADDRESS: 110 N. Grand Avenue
MAILING ADDRESS:
CITY AND ZIP CODE:
BRANCH NAME: STANLEY MOSK COURTHOUSE CASE NUMBER:
S-CV-0045659
PLAINTIFF/PETITIONER: SHERRY LARSEN
DEFENDANT/RESPONDENT: PLACER VALLEY SPORTS COMPLEX, INC. JUDICIAL OFFICER:
DEPARTMENT:
PROOF OF ELECTRONIC SERVICE
1. I am at least 18 years old.
a. My residence or business address is (specify):
2511 E. Birch Ave.
Clovis, CA 93611
b. My electronic service address is (specify):
sherry@calstateshows.com
2. I electronically served the following documents (exact titles):
SETTLEMENT CONFERENCE STATEMENT
The documents served are listed in an attachment. (Form POS-050(D)/EFS-050(D) may be used for this purpose.)
3. I electronically served the documents listed in 2 as follows:
a. Name of person served: Robert Sinclair
On behalf of (name or names of parties represented, if person served is an attorney):
PLACER VALLEY SPORTS COMPLEX
b. Electronic service address of person served :
c. On (date): August 25, 2022
The documents listed in item 2 were served electronically on the persons and in the manner described in an attachment.
(Form POS-050(P)/EFS-050(P) may be used for this purpose.)
Date: 8/26/22
I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.
CEDRIC SEVERINO
(TYPE OR PRINT NAME OF DECLARANT) (SIGNATURE OF DECLARANT)
Page 1 of 1
Form Approved for Optional Use
Judicial Council of California
PROOF OF ELECTRONIC SERVICE Cal. Rules of Court, rule 2.251
www.courts.ca.gov
POS-050/EFS-050 [Rev. February 1, 2017] (Proof of Service/Electronic Filing and Service)
Preview
1 Sherry J Larsen Dba/Cal State Enterprises 2 2511 E. Birch Ave. Clovis, CA 93611 3 559-322-2212 4 Plaintiff 5 SUPERIOR COURT OF THE STATE OF CALIFORNIA 6 IN AND FOR THE COUNTY OF PLACER 7 8 SHERRY LARSEN, individually and dba CASE NO. S-CV-0045659 9 CALIFORNIA STATE ENTERPRISES 10 SETTLEMENT CONFERENCE Plaintiff, STATEMENT 11 vs. 12 PLACER VALLEY SPORTS COMPLEX, 13 INC. DBA @The Grounds, a California corporation; and DOES 1-10, inclusive 14 Defendants. 15 16 17 18 19 Plaintiff and cross-defendant, PLACER VALLEY SPORTS COMPLEX, INC. dba 20 @theGrounds, submits the following settlement conference statement: 21 Factual Background 22 In late June of 2019, I called @the Grounds to inquire about using their new facility for my 23 home and garden show. I spoke with Cheryl Goldfarb. We had an in-depth discussion of the needs for my event and the new facility. Cheryl was familiar with my events as she had attended it at the 24 Sacramento Convention Center and was my contact when I moved to the McClelland Conference 25 Center in August 2017. Cheryl told me there were other companies interested in the new venue and 26 they would make a decision as to who they would select within a week. The next week, Cheryl 27 notified me that I had been selected. 28 1 1 2 On July 16, 2019, Cheryl sent a proposal with the contract amounts and dates. I immediately 3 notified Cheryl she had made a mistake in the cost. It was listed at almost have of what it should 4 have been. This was just the first of the errors in the document received from @the Grounds. After an email exchange to clarify the building configuration and contract clauses I requested a 5 contract on July 29, 2019. On August 1, 2019, Cheryl emailed that the County Attorney had to 6 make a few minor changes to the contract and she wouldn’t be able to get it to me that week. On 7 August 1, 2019, I sent Cheryl the preliminary floor plan for our show using half of the hall as we 8 had agreed in our pre-contract discussions. 9 On August 8, 2019, I emailed Cheryl the artwork for a postcard we were going to use to 10 announce the show in August 2020 @the Grounds. Also, on August 8, 2019, Cheryl emailed asking 11 me to complete the “Grounds Event Application”. She thought she had sent it previously and 12 during phone conversations she said it is just a requirement for all events, even though we were 13 already into the contract phase. The application was emailed to Cheryl on August 8, and listed an 14 estimate of the number of attendees at 8,000. This was only an estimated the attendees and did not 15 include the exhibitors, which is an industry norm. With over 300 booths as shown on my 16 preliminary floor plan sent on August 1st, and with an average of 2 exhibitors per booth per day, this 17 would increase the total expected to be inside the building, for the 3 days of the Show to almost 18 10,000. At a minimum there could be 600 exhibitors in the building during all Show hours plus the 19 attendees. 20 During a site visit on Friday, August 9, 2019, I was told that the postcard had been approved 21 and I could now distribute it. I was also emailed the @the Grounds logo so we could start our 22 marketing of the show at the new venue. Posters were also printed and displayed at our August 16, 23 17, 19, 2019 Show held at McClelland Conference Center. We announced to all exhibitors that we would not be holding our January 2020 show to concentrate on the August 2020 show at @the 24 Grounds. The postcards were mailed to past and current exhibitors announcing the new show. 25 On August 9th, during the site visit I was given the final contract. On August 12th I emailed 26 the additional questions and comments, as contract did not include all of the point we had discussed 27 and agreed to previously. On August 13th, Cheryl responded to my comments and questions but 28 2 1 stated she couldn’t confirm the exact dates for the spring show but could confirm 5 years of dates 2 for the August shows. On August 14th I replied that we agreed on all contract points and stated “I 3 can be flexible on a spring date, anywhere from January to April time frame. But, I need a 4 commitment that a date will be available”. I requested the final contract. On August 29th, with no reply as to the contract I emailed Cheryl asking that the payment 5 dates be tied to the final execution date of the contract, i.e. the second payment of $8,000 would be 6 due 150 day after contract execution. I confirmed that at her instruction, we still were not making 7 sales of booth space, until the contract was signed. 8 On September 13, 2019, Cheryl Goldfarb sent the final contract with the contract date as 9 August 8, 2019. Although there were no Item numbers, Violations section stated: 10 Violations: Should Licensee or its guests or vendors violate this agreement or fail to 11 adhere to all rules regarding the use of the premises, ATG may, at its discretion, 12 terminate this agreement without notice and require Licensee and all other guests and 13 occupants to immediately vacate the premises (during the Event if necessary), 14 forfeiting any and all fees and monies paid. ATG reserve all rights, including the 15 right to enter or inspect the premises during the Event and monitor any sales or other 16 activities. 17 This section of the contract was clearly intended to cover the conduct of the Licensee and its 18 guest or vendors to protect against the damage to the facility. This clause was discussed in detail 19 with Cheryl Goldfarb as the contract went through changes and revisions from August 9 to the 20 November 20, 2019 final contract. 21 The Force Majeure clause stated: 22 Force Majeure: The ability to execute this Agreement by either party is subject to 23 the Acts of God, including but not limited to hurricanes, flooding, earthquakes, fires, 24 power outages, etc., as well as any government intervention, staff disputes and strikes, civil disorders, terrorism, or other emergencies. Should the event be canceled 25 through a Force Majeure event, all fees paid by Licensee to ATG will be returned to 26 Licensee within thirty (30) days, other than the non-refundable deposit which may be 27 applied to future dated (misspelled in the contract). 28 3 1 2 In late January, the United States Secretary of Health declared a national emergence due to 3 the virus rapidly spreading in the US and around the world. In February cruise ships were 4 quarantined in the Port of Oakland. The first case of human to human transfer of the virus in California was reported in February in Vacaville. On March 4 the Governor of California declaring 5 a state of emergency and the same date as the first death in California is recorded in Roseville. On 6 March 7th the Governor issued an Executive Order concerning all mass gatherings. On March 11th 7 the Governor issues the stay at home order and prohibits mass gatherings. Force Majeure clause 8 was officially triggered no later than March 11th but it can be argued that it was triggered as early as 9 March 4, 2020. 10 As per the Force Majeure clause any payments made was required to be refunded within 30 11 days. The non-refundable deposit is transferred to a future date. ATG is still holding the $5,000 12 deposit for that future show date. 13 Besides spelling errors in the Contract there are errors within the payment section. In the 14 final contract, the date of the first deposit is missing, only the month of December is listed. For the 15 second payment two different dates are listed, February 1st and February 28th. Regardless of the 16 date, if a payment had been made on either date, under the Force Majeure clause, it was required to 17 be refunded no later than April 11, 2020. 18 Between April 3, 2020 and June 30, 2020 there were numerous email exchanges with Cheryl 19 Goldfarb and David Attaway. Over this 3 month period no request was made for payment. 20 Believing my August 2020 show was cancelled, in an April 27, 2020 email to Cheryl Goldfarb, I 21 requested new dates for the August Show and dates for the spring 2021 Show. Cheryl responded 22 that the only dates available would be March 12-14. On May 6, 2020 I again asked if there were 23 any dates available later in 2020, assuming that events might be allowed later in the year. I received no response. 24 In May 28, 2019 email exchange with David Attaway he stated that he felt that my event 25 would be a stage 3 type of event. He also made reference to swap meets were being allowed. In my 26 response I disagreed with his assumptions and included that the Stage 4 definition, states that “mass 27 crowd” events would fall into the Stage 4 category. I asked him to get an official determined that 28 4 1 our event would qualify for Stage 3, within the week. This question could be answered by Dr. 2 Amiee Sisson, Placer County Health Officer. 3 On of May 12, 2020 the State Health Department had issued based on the State’s Industry 4 Guidance for Shopping Malls, Destination Shopping Centers, Strip and Outlet Malls and Swap Meets. In this document it states: 5 “All public events or concentrated gatherings … must be cancelled or postponed.” 6 In June 9, 2020 email Cheryl Goldfarb stated that she had reached out to public health to see 7 if we can move forward and she expected to know by the end of the week. On June 16th Cheryl 8 Goldfarb emailed that she had spoken with “the team” and they were comfortable we could proceed 9 with my event. I replied that I didn’t share “the team” opinion and did not believe that Dr. Sisson 10 would approve our event. I was not willing to be called a Swap Meet just to circumvent the State’s 11 guidelines and possible legal liability for misrepresenting the nature of my event. 12 During a phone discussion with Cheryl on June 18th she asked the write an email to David 13 detailing why my event could not be held. An email was sent to Cheryl and David Attaway on June 14 23,2020. 15 In a June 26, 2020 email Cheryl stated that she and David felt that I could still hold my 16 event as a Swap Meet, if I “preclude” element from my show. We scheduled a phone call for June 17 30, 2020. 18 June 30, 2020, Mr. Attaway insisted that I hold my event as a swap meet under the new 19 State guidelines. The State categorized a swap met as being held outdoors, but my event was 20 indoors. I stated that I would not hold my event as a Swap Meet and it did not qualify as a Swap 21 Meet. Mr. Attaway threatened that if I did not hold my event he would cancel my 5-year contract. 22 When asked under what grounds, he stated non-payment. This was the very first time payment was 23 mentioned; from ATG assertion that was due February 1st until June 30th payment had never been request. 24 I contacted Dr. Sisson’s office to get an official determination if my event could be held. On 25 July 1, 2020 she responded with current State restriction no mass gatherings such as my event are 26 allowed. 27 In an email on June 30, 2020 following the phone conversation, Mr. Attaway sent an email 28 5 1 stating that a member of his staff had contacted me twice in February requesting payment. This was 2 not true and Mr. Attaway could not support that statement during his deposition. In her deposition 3 Cheryl Goldfarb admitted she never contacted Dr. Sisson’s office. 4 At no time during 2020 were events allowed to take place. In her deposition, Dr. Aimee Sisson, Placer County Health Officer, stated that at event when she left her position on September 5 25, 2021 indoor mass gatherings were still prohibited in Placer County. 6 DISCUSSION 7 The Defendant repeatedly and purposefully misstated the State and local COVID restrictions 8 to coerce me into holding an event that was not allowed under State and County restrictions. 9 10 As of March 11, 2020, the Force Majeure clause of the contract was triggered. It is a totally 11 unreasonable assertion to interpret that the Force Majeure clause would still require payments 12 to be made for an event that could not take place as described by this Clause. At no time during all 13 of 2020 were indoor mass events allowed in California. 14 In a July 17, 2020 letter from Mr. Sinclair, the Defendant’s attorney, to Mr. Benjamin 15 Nicholson, the Plaintiff’s attorney, full payment was demanded to cure what they stated was 16 17 “in violation of the license”, this included the final installment would be paid by the contractual 18 due date of July 30, 2020. The Defendant as the producers of the Placer County Fair cancelled the 19 Fair almost two months in advance. Yet the Defendant claims that they alone will make the final 20 decision as to whether my event can be held up to the day it is to open. On July 1, 2020 the Director 21 of Public Health and Public Health Officer stated that my event could not be held. In her deposition, 22 she confirmed that a year later, in September 2021, my event was still not allowed. @the Grounds 23 and Mr. David Attaway put themselves above all regulator officials without authorization to make 24 25 such decisions. 26 By the Defendant’s own actions they waived payment. During phone discussions and 27 email exchanges with staff, Mr. Attaway or Ms. Goldfarb, from February 2020 until my refusal to 28 6 1 hold the Show on June 30, 2020, the payment was not requested. When asked about the payment 2 requests, Mr. Attaway stated a staff member contacted me about payment twice in February but 3 when I produced both the emails sent by that staff member and phone records to prove I was not 4 called, Mr. Attaway did not counter with any proof of his assertions. This is because we all 5 understood, that we were in a COVID State of emergency and the Force Majeure had been triggered. 6 Only when I rejected Mr. Attaway’s coercion to hold my event did he use the payment to justify 7 8 his attempt to cancel the 5-year contract. 9 The License agreement was for a Fine Living Expo. The scope of the event was well defined 10 with Mr. Attaway and Ms. Goldfarb. In their attempt to change my event to fit their description of a 11 Swamp Meet, they felt they had the authority to instruct me to eliminate parts of the event, including 12 live music, the kid’s activities, the hands-on workshops, and seminars. They did not have the 13 authority to change my event to suit their needs. Even if I had agreed to these changes, the event 14 still would have been restricted by the State and County guidelines. My event is an all-indoor mass 15 16 gathering greater than 250 people. That alone prohibited the event from being held in all of 2020. 17 Statement of Economic and Non-Economic Damages and Demand 18 Plaintiff prepared prospective income statements that would constitute the damages for 19 breach of contract, which is attached hereto as Exhibit A. Plaintiff would be willing to settle for 20 that amount without the contract reinstated, which is a total of $1,893,063. 21 22 __________________________________ 23 Plaintiff Sherry Larsen 24 In Prop Per 25 26 27 28 7 EXHIBIT A 3:25 PM Cal State Enterprises, 01/14/22 Cash Basis Profit Loss by Class AllREVENUE HISTORICAL Transactions PER SQ. FT. 2017 2018 2019 Venue Sac Conv Ctr Jackson Sport Jackson Sport Jackson Sport McClellan McClellan Income 145,400 146,865 147,045 100,888 106,488 99,768 Sq. Ft. (est.) 45,900 42,000 42,000 42,000 23,000 23,000 Income/ Sq. Ft. 3.17 3.50 3.50 2.40 4.63 4.34 PROJECTED OF REVENUE PER SHOW FACILITY SQ. FT. (est.) 60,250 115,250 @THE GOUNDS HALF VENUE FULL VENUE MAXIMUM INCOME * 326,700 654,650 As per Aug 2020 floor plan ASSUME 80% SOLD 261,360 523,720 Est. 20% free or non-profit booths EST. COGS 161,905 324,430 38.1% PROJECTED PROFIT $ 99,455 $ 199,290 % as per Cal State 2017-2018-2019 P & L REVENUE PER SQ. FT. $ 4.34 $ 4.54 PROJECTION OF FUTURE REVENUE per YEAR OF CONTRACT YEAR 1 ** YEAR 2 YEAR 3 YEAR 4 YEAR 5 TOTAL 298,744 398,580 398,580 398,580 398,580 $ 1,893,063 * Does NOT include ticket sales ** Half venue + full venue Year 1 only. Page 1 of 1 POS-050/EFS-050 ATTORNEY OR PARTY WITHOUT ATTORNEY: STATE BAR NO: FOR COURT USE ONLY NAME: Sherry Larsen FIRM NAME: STREET ADDRESS: 2511 E. Birch Ave. Clovis, CA 93611 CITY: Clovis STATE: CA ZIP CODE: 52317 TELEPHONE NO.: FAX NO. : E-MAIL ADDRESS: ATTORNEY FOR (name): In ProPer SUPERIOR COURT OF CALIFORNIA, COUNTY OF Placer STREET ADDRESS: 110 N. Grand Avenue MAILING ADDRESS: CITY AND ZIP CODE: BRANCH NAME: STANLEY MOSK COURTHOUSE CASE NUMBER: S-CV-0045659 PLAINTIFF/PETITIONER: SHERRY LARSEN DEFENDANT/RESPONDENT: PLACER VALLEY SPORTS COMPLEX, INC. JUDICIAL OFFICER: DEPARTMENT: PROOF OF ELECTRONIC SERVICE 1. I am at least 18 years old. a. My residence or business address is (specify): 2511 E. Birch Ave. Clovis, CA 93611 b. My electronic service address is (specify): sherry@calstateshows.com 2. I electronically served the following documents (exact titles): SETTLEMENT CONFERENCE STATEMENT The documents served are listed in an attachment. (Form POS-050(D)/EFS-050(D) may be used for this purpose.) 3. I electronically served the documents listed in 2 as follows: a. Name of person served: Robert Sinclair On behalf of (name or names of parties represented, if person served is an attorney): PLACER VALLEY SPORTS COMPLEX b. Electronic service address of person served : c. On (date): August 25, 2022 The documents listed in item 2 were served electronically on the persons and in the manner described in an attachment. (Form POS-050(P)/EFS-050(P) may be used for this purpose.) Date: 8/26/22 I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. CEDRIC SEVERINO (TYPE OR PRINT NAME OF DECLARANT) (SIGNATURE OF DECLARANT) Page 1 of 1 Form Approved for Optional Use Judicial Council of California PROOF OF ELECTRONIC SERVICE Cal. Rules of Court, rule 2.251 www.courts.ca.gov POS-050/EFS-050 [Rev. February 1, 2017] (Proof of Service/Electronic Filing and Service)