Preview
1 Allonn E. Levy (State Bar No. 187251)
alevy@hopkinscarley.com
2 Perry J. Woodward (State Bar No. 183876)
pwoodward@hopkinscarley.com
3 Arthur E. Rothrock (State Bar No. 312704)
arothrock@hopkinscarley.com
4 HOPKINS & CARLEY
A Law Corporation
5 The Letitia Building
70 S First Street
6 San Jose, CA 95113-2406
Facsimile: (408) 998-4790
7
Attorneys for Plaintiff and Cross-Defendant
8 Skyline Venture Partners, LLC
9 SUPERIOR COURT OF THE STATE OF CALIFORNIA
10 COUNTY OF SAN MATEO
11 SKYLINE VENTURE PARTNERS LLC, CASE NO. 19-CIV-07663
A Delaware Limited Liability Corporation,
12 PLAINTIFF AND CROSS-DEFENDANT
Plaintiff, SKYLINE VENTURE PARTNERS, LLC’S
13 CASE MANAGEMENT AND TRIAL
v. SETTING CONFERENCE STATEMENT
14
LEARNSHIP CORPORATION, a Delaware Date: April 5, 2024
15 corporation; LEARNSHIP NETWORKS Time: 2:00 PM
GmbH, a foreign corporation; and DOES 1 Dept: 23
16 through 50, inclusive, Judge: Hon. Raymond V. Swope
17 Defendant. Action Filed: 12/27/2019
Trial Date: Not Yet Set
18
AND RELATED CROSS-ACTIONS.
19
20
21 Plaintiff and Cross-Defendant Skyline Venture Partners LLC (“Skyline” or “Plaintiff”)
22 hereby submit the following Case Management and Trial Setting Conference Statement:
23 I. STATEMENT OF THE CASE
24 The defendants in this action purported to purchase the entirety of Skyline's company,
25 took all of the benefits and then refused to pay, refused to explain why they wouldn't pay, and
26 held their breath waiting for Skyline to just go away. GlobalEnglish was founded in Silicon Valley
27 and offered a digital language-learning product to help companies around the world enable their
28 personnel to communicate effectively and efficiently across borders, languages, and cultures.
H OPKINS & C ARLEY 4860-7178-2319.2 -1-
ATTO RNEY S AT LAW
PLAINTIFF AND CROSS-DEFENDANT SKYLINE VENTURE PARTNERS, LLC’S CASE MANAGEMENT AND TRIAL
SAN JO SE REDWO OD CITY
SETTING CONFERENCE STATEMENT
1 Julien Salanon and Karine Allouche-Salanon (collectively “the Salanons”) gained top leadership
2 experience with Silicon Valley giants such as Oracle, Microsoft, AOL and Vivendi before they
3 took the helm of GlobalEnglish. In a mere three years the Salanons turned GlobalEnglish into a
4 multi-national mogul in the language learning space by expanding its offerings into the field of
5 artificial intelligence and opening offices in the U.S., South Korea, China, Japan, Germany,
6 Brazil, France, and Mexico among others.
7 When the Learnship entities originally reached out to the Salanons and Plaintiff, they were
8 a large, $1.5 billion U.S. dollar competitor to GlobalEnglish. Learnship’s initial discussions
9 suggested a valuation in excess of four million euros. During the course of purported "due
10 diligence" Learnship poached Learnship's talent, disclosed the pending sale in violation of a non-
11 disclosure agreement, and engaged in other misbehavior. What they apparently did not do, was
12 actual due diligence. By the time the final deal was done, Learnship had reduced its purchase
13 price to $1,000,000 USD in guaranteed payments with the potential of earn-outs reaching
14 approximately $4,000,000 USD if Learnship was successful in growing GlobalEnglish. The
15 transaction closed on March 19, 2019.
16 Pursuant to section 1.02 of the Stock Purchase Agreement (“SPA”) Learnship was to
17 receive the stock of GlobalEnglish in exchange for a $1,000,000 USD payment payable in two
18 tranches within ten days of June 30, 2019 and December 31, 2019. Learnship took the stock but
19 then terminated both the Salanons’ consulting agreements, cut-off the Salanons’ access to internal
20 information, and refused to pay anything for the stock of the company.
21 After initially simply ignoring the Salanons, the Learnship entities eventually claimed to
22 be refusing to pay based on perceived off-sets owed. Specifically, Learnship said it was entitled
23 to withhold $459,274.55 in light of certain supposed “undisclosed liabilities.” This figure has
24 since ballooned to $755,696.39 as the Learnship entities continue to “discover” liabilities claimed
25 to be undisclosed. In truth, these facts were either well known to Learnship’s management prior
26 to the transaction being consummated, were simple “ordinary course of business” expenses for
27 which no contractual right of set-off existed, were theoretical liabilities that Learnship had not
28 attempted to mitigate, or a combination of those three. In sum, Learnship simply wanted to take
H OPKINS & C ARLEY 4860-7178-2319.2 -2-
ATTO RNEY S AT LAW
PLAINTIFF AND CROSS-DEFENDANT SKYLINE VENTURE PARTNERS, LLC’S CASE MANAGEMENT AND TRIAL
SAN JO SE REDWO OD
SETTING CONFERENCE STATEMENT
CITY
1 the assets of GlobalEnglish at fire-sale prices and it used its superior economic position to
2 accomplish that goal. Skyline has turned to this Court to right that wrong.
3 II. RELATED CASES
4 Skyline is unaware of any related cases.
5 III. PARTIES
6 All parties named in the Complaint and Cross-Complaint have been served and have
7 appeared.
8 IV. ADDITIONAL PARTIES
9 Skyline does not anticipate naming further parties to this action, but Learnship has
10 intimated that they do not believe employees of THI Investments (a German investment firm that
11 owns Learnship GmbH), who directly participated in the negotiating the acquisition of
12 GlobalEnglish, should be considered custodians of responsive documents. To the extent that
13 through discovery those individuals, or THI Investments, are found to have conspired with
14 Learnship either may be joined as a party.
15 V. ALTERNATIVE DISPUTE RESOLUTION
16 On January 15, 2021, the parties participated in a private mediation pursuant to the Court’s
17 Civil ADR Program. The parties were unable to resolve this matter at mediation. In November
18 and December of 2021, the parties exchanged Code of Civil Procedure section 998 offers but
19 were still unable to resolve this matter. In the past few months, the parties have restarted
20 settlement discussions and are making progress. Since the last CMC the parties have been actively
21 working towards settlement and have closed the gap significantly.
22 VI. DISCOVERY
23 Initial discovery efforts were slow (discussed in Skyline’s previous conference statement) but
24 the parties are making progress. Skyline served its Requests for Production, Set One on July 9, 2020
25 and Requests for Production, Set Two on November 25, 2020. The parties engaged in a lengthy meet
26 and confer process culminating in seven informal discovery conferences with Commissioner Ernst A.
27 Halperin over a period of six months (occurring on 2/9/21, 3/2, 3/23, 4/19, 5/13, 7/8, 8/16). Another
28 five months followed whereby the parties negotiated a list of custodians and proposed search terms
H OPKINS & C ARLEY 4860-7178-2319.2 -3-
ATTO RNEY S AT LAW
PLAINTIFF AND CROSS-DEFENDANT SKYLINE VENTURE PARTNERS, LLC’S CASE MANAGEMENT AND TRIAL
SAN JO SE REDWO OD
SETTING CONFERENCE STATEMENT
CITY
1 for obtaining responsive documents. By March 11, 2022, Learnship had agreed to issue supplemental
2 discovery responses, agreed to produce additional records in addition to those responsive to the agreed
3 upon custodian and search term list, and signed a stipulation consenting to Skyline’s forthcoming First
4 Amended Complaint. As of November 23, 2022, Learnship has produced the last of the documents
5 from these discovery sets and Skyline is in the process of reviewing them.
6 On October 5, 2022, Skyline served its first set of Requests for Admission on Learnship,
7 which would narrow and clarify trial issues. On October 6, Skyline served form interrogatory 17.1 on
8 Learnship. Learnship provided responses to both sets of discovery on November 18. The parties met
9 and conferred on Learnship’s responses and Learnship has agreed to issue supplemental responses
10 following those meet and confer efforts. Following meet and confer efforts, Learnship issued
11 supplemental responses to the satisfaction of Skyline.
12 VII. TRIAL
13 Skyline has requested a jury trial and estimates that trial will last 5-10 days. Since the last
14 CMC, however, settlement discussions have resulted in an agreement. The parties are drafting the
15 settlement agreement now and are optimistic this case will be settled soon. Therefore, Skyline
16 requests that a further case management conference be held in 60-90 days.
17 Dated: March 21, 2024 HOPKINS & CARLEY
A Law Corporation
18
By:
19 Allonn E. Levy, Esq.
Perry J. Woodward, Esq.
20 Arthur E. Rothrock, Esq.
Attorneys for Plaintiff and Cross-Defendant
21 Skyline Venture Partners, LLC
22
23
24
25
26
27
28
H OPKINS & C ARLEY 4860-7178-2319.2 -4-
ATTO RNEY S AT LAW
PLAINTIFF AND CROSS-DEFENDANT SKYLINE VENTURE PARTNERS, LLC’S CASE MANAGEMENT AND TRIAL
SAN JO SE REDWO OD
SETTING CONFERENCE STATEMENT
CITY
1 PROOF OF SERVICE
2
I am a citizen of the United States and employed in Santa Clara County, California. I
3
am over the age of eighteen years and not a party to the within-entitled action. My business
4
address is The Letitia Building, 70 S First Street, San Jose, California 95113-2406.
5
On the date listed below, I served a copy of the within document(s):
6
• PLAINTIFF AND CROSS-DEFENDANT SKYLINE VENTURE
7 PARTNERS, LLC’S CASE MANAGEMENT AND TRIAL SETTING
CONFERENCE STATEMENT
8
9 by placing the document(s) listed above in a sealed envelope with postage thereon
fully prepaid, in the United States mail at San Jose, California addressed as set
10 forth below.
11 by placing the document(s) listed above in a sealed FEDERAL EXPRESS
envelope and affixing a pre-paid air bill, and causing the envelope to be delivered
12 to a FEDERAL EXPRESS & OVERNIGHT DELIVERY agent for delivery.
by causing the document(s) listed above to be personally delivered to the person(s)
13 at the address(es) set forth below.
14 by electronically filing the document(s) listed above with the Clerk of the Court
using the Odyssey which will then send a notification and a copy of such filing to
15 the person(s) at the e-mail address(es) set forth below
16 by electronically mailing a true and correct copy through Hopkins & Carley’s
electronic mail system to the email address(s) set forth below, or as stated on the
17 attached service list per agreement in accordance with Code of Civil Procedure
section 1010.6(a)(6).
18
19 Jason Y. Wu
20 Foley & Lardner, LLP
555 California St. STE 1700
21 San Francisco, CA 94104
jwu@foley.com
22
I declare under penalty of perjury under the laws of the State of California that the above
23
is true and correct.
24
Executed on March 21, 2024, at San Jose, California.
25
26
27 Elena Amaro
28
H OPKINS & C ARLEY 4860-7178-2319.2 -1-
ATTO RNEY S AT LAW
PROOF OF SERVICE
SAN JO SE REDWO OD CITY
Preview
1 Allonn E. Levy (State Bar No. 187251) alevy@hopkinscarley.com 2 Perry J. Woodward (State Bar No. 183876) pwoodward@hopkinscarley.com 3 Arthur E. Rothrock (State Bar No. 312704) arothrock@hopkinscarley.com 4 HOPKINS & CARLEY A Law Corporation 5 The Letitia Building 70 S First Street 6 San Jose, CA 95113-2406 Facsimile: (408) 998-4790 7 Attorneys for Plaintiff and Cross-Defendant 8 Skyline Venture Partners, LLC 9 SUPERIOR COURT OF THE STATE OF CALIFORNIA 10 COUNTY OF SAN MATEO 11 SKYLINE VENTURE PARTNERS LLC, CASE NO. 19-CIV-07663 A Delaware Limited Liability Corporation, 12 PLAINTIFF AND CROSS-DEFENDANT Plaintiff, SKYLINE VENTURE PARTNERS, LLC’S 13 CASE MANAGEMENT AND TRIAL v. SETTING CONFERENCE STATEMENT 14 LEARNSHIP CORPORATION, a Delaware Date: April 5, 2024 15 corporation; LEARNSHIP NETWORKS Time: 2:00 PM GmbH, a foreign corporation; and DOES 1 Dept: 23 16 through 50, inclusive, Judge: Hon. Raymond V. Swope 17 Defendant. Action Filed: 12/27/2019 Trial Date: Not Yet Set 18 AND RELATED CROSS-ACTIONS. 19 20 21 Plaintiff and Cross-Defendant Skyline Venture Partners LLC (“Skyline” or “Plaintiff”) 22 hereby submit the following Case Management and Trial Setting Conference Statement: 23 I. STATEMENT OF THE CASE 24 The defendants in this action purported to purchase the entirety of Skyline's company, 25 took all of the benefits and then refused to pay, refused to explain why they wouldn't pay, and 26 held their breath waiting for Skyline to just go away. GlobalEnglish was founded in Silicon Valley 27 and offered a digital language-learning product to help companies around the world enable their 28 personnel to communicate effectively and efficiently across borders, languages, and cultures. H OPKINS & C ARLEY 4860-7178-2319.2 -1- ATTO RNEY S AT LAW PLAINTIFF AND CROSS-DEFENDANT SKYLINE VENTURE PARTNERS, LLC’S CASE MANAGEMENT AND TRIAL SAN JO SE REDWO OD CITY SETTING CONFERENCE STATEMENT 1 Julien Salanon and Karine Allouche-Salanon (collectively “the Salanons”) gained top leadership 2 experience with Silicon Valley giants such as Oracle, Microsoft, AOL and Vivendi before they 3 took the helm of GlobalEnglish. In a mere three years the Salanons turned GlobalEnglish into a 4 multi-national mogul in the language learning space by expanding its offerings into the field of 5 artificial intelligence and opening offices in the U.S., South Korea, China, Japan, Germany, 6 Brazil, France, and Mexico among others. 7 When the Learnship entities originally reached out to the Salanons and Plaintiff, they were 8 a large, $1.5 billion U.S. dollar competitor to GlobalEnglish. Learnship’s initial discussions 9 suggested a valuation in excess of four million euros. During the course of purported "due 10 diligence" Learnship poached Learnship's talent, disclosed the pending sale in violation of a non- 11 disclosure agreement, and engaged in other misbehavior. What they apparently did not do, was 12 actual due diligence. By the time the final deal was done, Learnship had reduced its purchase 13 price to $1,000,000 USD in guaranteed payments with the potential of earn-outs reaching 14 approximately $4,000,000 USD if Learnship was successful in growing GlobalEnglish. The 15 transaction closed on March 19, 2019. 16 Pursuant to section 1.02 of the Stock Purchase Agreement (“SPA”) Learnship was to 17 receive the stock of GlobalEnglish in exchange for a $1,000,000 USD payment payable in two 18 tranches within ten days of June 30, 2019 and December 31, 2019. Learnship took the stock but 19 then terminated both the Salanons’ consulting agreements, cut-off the Salanons’ access to internal 20 information, and refused to pay anything for the stock of the company. 21 After initially simply ignoring the Salanons, the Learnship entities eventually claimed to 22 be refusing to pay based on perceived off-sets owed. Specifically, Learnship said it was entitled 23 to withhold $459,274.55 in light of certain supposed “undisclosed liabilities.” This figure has 24 since ballooned to $755,696.39 as the Learnship entities continue to “discover” liabilities claimed 25 to be undisclosed. In truth, these facts were either well known to Learnship’s management prior 26 to the transaction being consummated, were simple “ordinary course of business” expenses for 27 which no contractual right of set-off existed, were theoretical liabilities that Learnship had not 28 attempted to mitigate, or a combination of those three. In sum, Learnship simply wanted to take H OPKINS & C ARLEY 4860-7178-2319.2 -2- ATTO RNEY S AT LAW PLAINTIFF AND CROSS-DEFENDANT SKYLINE VENTURE PARTNERS, LLC’S CASE MANAGEMENT AND TRIAL SAN JO SE REDWO OD SETTING CONFERENCE STATEMENT CITY 1 the assets of GlobalEnglish at fire-sale prices and it used its superior economic position to 2 accomplish that goal. Skyline has turned to this Court to right that wrong. 3 II. RELATED CASES 4 Skyline is unaware of any related cases. 5 III. PARTIES 6 All parties named in the Complaint and Cross-Complaint have been served and have 7 appeared. 8 IV. ADDITIONAL PARTIES 9 Skyline does not anticipate naming further parties to this action, but Learnship has 10 intimated that they do not believe employees of THI Investments (a German investment firm that 11 owns Learnship GmbH), who directly participated in the negotiating the acquisition of 12 GlobalEnglish, should be considered custodians of responsive documents. To the extent that 13 through discovery those individuals, or THI Investments, are found to have conspired with 14 Learnship either may be joined as a party. 15 V. ALTERNATIVE DISPUTE RESOLUTION 16 On January 15, 2021, the parties participated in a private mediation pursuant to the Court’s 17 Civil ADR Program. The parties were unable to resolve this matter at mediation. In November 18 and December of 2021, the parties exchanged Code of Civil Procedure section 998 offers but 19 were still unable to resolve this matter. In the past few months, the parties have restarted 20 settlement discussions and are making progress. Since the last CMC the parties have been actively 21 working towards settlement and have closed the gap significantly. 22 VI. DISCOVERY 23 Initial discovery efforts were slow (discussed in Skyline’s previous conference statement) but 24 the parties are making progress. Skyline served its Requests for Production, Set One on July 9, 2020 25 and Requests for Production, Set Two on November 25, 2020. The parties engaged in a lengthy meet 26 and confer process culminating in seven informal discovery conferences with Commissioner Ernst A. 27 Halperin over a period of six months (occurring on 2/9/21, 3/2, 3/23, 4/19, 5/13, 7/8, 8/16). Another 28 five months followed whereby the parties negotiated a list of custodians and proposed search terms H OPKINS & C ARLEY 4860-7178-2319.2 -3- ATTO RNEY S AT LAW PLAINTIFF AND CROSS-DEFENDANT SKYLINE VENTURE PARTNERS, LLC’S CASE MANAGEMENT AND TRIAL SAN JO SE REDWO OD SETTING CONFERENCE STATEMENT CITY 1 for obtaining responsive documents. By March 11, 2022, Learnship had agreed to issue supplemental 2 discovery responses, agreed to produce additional records in addition to those responsive to the agreed 3 upon custodian and search term list, and signed a stipulation consenting to Skyline’s forthcoming First 4 Amended Complaint. As of November 23, 2022, Learnship has produced the last of the documents 5 from these discovery sets and Skyline is in the process of reviewing them. 6 On October 5, 2022, Skyline served its first set of Requests for Admission on Learnship, 7 which would narrow and clarify trial issues. On October 6, Skyline served form interrogatory 17.1 on 8 Learnship. Learnship provided responses to both sets of discovery on November 18. The parties met 9 and conferred on Learnship’s responses and Learnship has agreed to issue supplemental responses 10 following those meet and confer efforts. Following meet and confer efforts, Learnship issued 11 supplemental responses to the satisfaction of Skyline. 12 VII. TRIAL 13 Skyline has requested a jury trial and estimates that trial will last 5-10 days. Since the last 14 CMC, however, settlement discussions have resulted in an agreement. The parties are drafting the 15 settlement agreement now and are optimistic this case will be settled soon. Therefore, Skyline 16 requests that a further case management conference be held in 60-90 days. 17 Dated: March 21, 2024 HOPKINS & CARLEY A Law Corporation 18 By: 19 Allonn E. Levy, Esq. Perry J. Woodward, Esq. 20 Arthur E. Rothrock, Esq. Attorneys for Plaintiff and Cross-Defendant 21 Skyline Venture Partners, LLC 22 23 24 25 26 27 28 H OPKINS & C ARLEY 4860-7178-2319.2 -4- ATTO RNEY S AT LAW PLAINTIFF AND CROSS-DEFENDANT SKYLINE VENTURE PARTNERS, LLC’S CASE MANAGEMENT AND TRIAL SAN JO SE REDWO OD SETTING CONFERENCE STATEMENT CITY 1 PROOF OF SERVICE 2 I am a citizen of the United States and employed in Santa Clara County, California. I 3 am over the age of eighteen years and not a party to the within-entitled action. My business 4 address is The Letitia Building, 70 S First Street, San Jose, California 95113-2406. 5 On the date listed below, I served a copy of the within document(s): 6 • PLAINTIFF AND CROSS-DEFENDANT SKYLINE VENTURE 7 PARTNERS, LLC’S CASE MANAGEMENT AND TRIAL SETTING CONFERENCE STATEMENT 8 9 by placing the document(s) listed above in a sealed envelope with postage thereon fully prepaid, in the United States mail at San Jose, California addressed as set 10 forth below. 11 by placing the document(s) listed above in a sealed FEDERAL EXPRESS envelope and affixing a pre-paid air bill, and causing the envelope to be delivered 12 to a FEDERAL EXPRESS & OVERNIGHT DELIVERY agent for delivery. by causing the document(s) listed above to be personally delivered to the person(s) 13 at the address(es) set forth below. 14 by electronically filing the document(s) listed above with the Clerk of the Court using the Odyssey which will then send a notification and a copy of such filing to 15 the person(s) at the e-mail address(es) set forth below 16 by electronically mailing a true and correct copy through Hopkins & Carley’s electronic mail system to the email address(s) set forth below, or as stated on the 17 attached service list per agreement in accordance with Code of Civil Procedure section 1010.6(a)(6). 18 19 Jason Y. Wu 20 Foley & Lardner, LLP 555 California St. STE 1700 21 San Francisco, CA 94104 jwu@foley.com 22 I declare under penalty of perjury under the laws of the State of California that the above 23 is true and correct. 24 Executed on March 21, 2024, at San Jose, California. 25 26 27 Elena Amaro 28 H OPKINS & C ARLEY 4860-7178-2319.2 -1- ATTO RNEY S AT LAW PROOF OF SERVICE SAN JO SE REDWO OD CITY