Contract analysis

1. Pursuant to California Code of Civil Procedure Section 431.30(d), Defendant Aurelius Media Americas Inc. generally denies each and every allegation contained in the Consolidated Complaint filed by Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla, including but not limited to each and every allegation set forth in each purported cause of action contained therein. Defendant denies that it has violated

2. Defendant specifically denies that any Plaintiff or any putative class member has been damaged in any amount or in any manner whatsoever as a result of any act or omission of Defendant. Defendant further specifically denies that any Plaintiff or any putative class member has suffered any injury in fact, has lost money or property, or has been subjected to any unlawful, unfair, or fraudulent business practice by De

3. Defendant denies that Plaintiffs or any putative class member is entitled to any relief whatsoever, whether in the form of damages, restitution, penalties, injunctive relief, declaratory relief, attorneys' fees, costs, or any other form of relief sought in the Complaint or otherwise. AFFIRMATIVE DEFENSES Without assuming the burden of proof on any issue as to which Defendant would not otherwise bear such burden at

4. The Consolidated Complaint, and each and every cause of action alleged therein, fails to state facts sufficient to constitute a cause of action against Defendant within the meaning of California Code of Civil Procedure Section 430.10(e). The Complaint is replete with conclusory allegations that, even if accepted as true, do not give rise to any cognizable legal theory or legal right to relief against Defendant. To

5. Plaintiffs' claims, and those of each and every putative class member, are barred in whole or in part by the applicable statutes of limitations, including but not limited to the following: (a) California Code of Civil Procedure Section 338, which establishes a three-year statute of limitations for claims based on a liability created by statute, including claims for statutory penalties for meal period violations (C

6. The Complaint alleges a putative class period running from November 1, 2018 to the present. To the extent that any claims or the claims of any putative class member accrued prior to the applicable limitations period as measured from the filing dates of the respective complaints (November 1, 2022 for Fuentes and November 15, 2022 for Halloran and Padilla), such claims are time-barred and must be dismissed. Specific

7. At all times relevant to this action, Defendant maintained and implemented lawful policies and practices regarding meal periods, rest periods, overtime compensation, minimum wage payments, wage statement issuance, and all other terms and conditions of employment at issue in the Complaint. Defendant complied with all applicable provisions of the California Labor Code, the applicable IWC Wage Orders (including, with

8. Without limitation, Defendant specifically alleges the following: (a) AMA maintained a written Meal and Rest Break Policy (Policy No. HR-2019-004, as revised November 2020 and again in March 2022), which was distributed to all non-exempt employees at the time of hire and was made available at all times through AMA's internal employee portal ("AMAConnect"). The policy expressly informed employees of their right to

9. At all times relevant to this action, Defendant acted in good faith and with a reasonable, good faith belief that its compensation policies, timekeeping practices, meal and rest break policies, and all other employment practices at issue in this matter complied fully with all applicable provisions of California law. Defendant's policies and practices were developed in consultation with experienced employment couns

10. Defendant's good faith constitutes a defense to, and warrants the elimination or reduction of, certain penalty claims asserted in the Complaint, including but not limited to: (a) Claims for PAGA penalties under California Labor Code Section 2699(e)(2), which authorizes the Court to exercise its discretion to reduce PAGA penalties where the employer acted in good faith and the full statutory penalty would be unjus

11. Plaintiffs' claims, and those of the putative class, are barred in whole or in part by the doctrines of waiver, estoppel, and/or laches. Plaintiffs and the putative class members voluntarily waived, relinquished, or otherwise forfeited their right to assert the claims set forth in the Complaint through their own conduct, including but not limited to the following: (a) Plaintiffs' and putative class members' volun

12. As the California Supreme Court held in Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004, 1040, an employer's obligation under California law is to provide meal and rest periods — that is, to make them available and not to impede or discourage employees from taking them — and not to ensure that each employee actually takes every such break. To the extent that Plaintiffs or putative class members

13. To the extent that any Plaintiff or any putative class member has received payment for meal period premium pay, rest period premium pay, overtime compensation, or any other form of compensation or premium that Plaintiffs allege was owed but not paid, any recovery to which such Plaintiff or putative class member may be entitled in this action is subject to offset, credit, and recoupment for such prior payments. De

14. Plaintiffs' claims for alleged off-the-clock work, to the extent they involve trivial, uncertain, or de minimis amounts of time that are difficult or impracticable to record, are not compensable. The de minimis doctrine precludes liability for work activities that involve only seconds or minutes of time beyond the scheduled shift that are administratively impracticable to capture in a timekeeping system.

15. Defendant acknowledges the California Supreme Court's decision in Troester v. Starbucks Corp. (2018) 5 Cal.5th 829, which held that the federal de minimis doctrine does not apply in the same manner under California law and that California's Labor Code and Wage Orders do not permit employers to require employees to routinely work for minutes off the clock without compensation. However, the Troester Court expressly

16. Plaintiffs lack standing to bring claims under California Business and Professions Code Section 17200 et seq. (the Unfair Competition Law) because Plaintiffs have not suffered an "injury in fact" and have not "lost money or property as a result of" any alleged unfair competition by Defendant, as required by California Business and Professions Code Section 17204, as amended by Proposition 64 (approved by voters on

17. To the extent Plaintiffs seek restitution or injunctive relief under the UCL on behalf of themselves or the putative class, Plaintiffs must demonstrate that they personally suffered economic injury that was caused by — and not merely incidental to — the specific unfair business practice challenged in the Complaint. Conclusory allegations of wage underpayment, without particularized proof of actual economic loss a

18. Plaintiffs' claims are not appropriate for class treatment and class certification should be denied because Plaintiffs cannot satisfy the requirements of California Code of Civil Procedure Section 382 and the standards articulated in Brinker Restaurant Corp. v. Superior Court, supra, 53 Cal.4th 1004, and their progeny. Specifically: (a) Predominance: Common questions of law and fact do not predominate over indivi

19. The claims of the putative class members are subject to substantial individual variations in working conditions, production schedules, job duties, supervisory structures, and meal and rest break practices across Defendant's seven California production facilities and fourteen distinct show or production units, which preclude class-wide adjudication and render class treatment unmanageable.

20. AMA's California production facilities during the putative class period included: (a) 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069 — corporate headquarters and post-production facility; (b) 4024 Penmark Strategy Partners Avenue, Studio City, California 91604 — Stage A and Stage B, dedicated to unscripted programming; (c) 15301 Ventura Boulevard, Suite 300, Sherman Oaks, California 91403 — d

21. During the putative class period, AMA operated fourteen distinct production and show units across these facilities, each governed by IWC Wage Order No. 12 but subject to varying production schedules, call times, crew sizes, union and non-union staffing mixes, location shoot requirements, and operational practices. Each show unit maintained its own Unit Production Manager responsible for daily scheduling decisions

22. Individualized inquiry is necessary to determine, for each putative class member, whether such class member received compliant meal and rest periods, whether such class member was required to perform off-the-clock work, whether such class member's overtime was accurately calculated and paid, and whether such class member received accurate and compliant wage statements. These individualized inquiries cannot be res

23. To the extent Plaintiffs assert claims under the Private Attorneys General Act, California Labor Code Sections 2698 through 2699.8, Plaintiffs' PAGA claims are barred because Plaintiffs failed to comply with the mandatory pre-suit administrative notice and exhaustion requirements of California Labor Code Section 2699.3.

24. Upon information and belief, Plaintiff Fuentes filed a PAGA notice with the California Labor and Workforce Development Agency ("LWDA") on September 15, 2022. Pursuant to California Labor Code Section 2699.3(a)(2), the LWDA had sixty-five (65) calendar days from the postmark date of the notice within which to notify the employee and employer of its intent to investigate the alleged violations. Sixty-five calendar

25. Because the original complaint was filed before the LWDA's statutory response period expired, Plaintiff Fuentes failed to exhaust administrative remedies as required by Section 2699.3, and her PAGA claims (and, by extension, the PAGA claims of the consolidated action) are procedurally barred. The LWDA took no action by the response deadline, which does not cure the deficiency of the premature filing. See Brown v.

26. To the extent that any PAGA civil penalties are assessed against Defendant, the Court should exercise its discretion under California Labor Code Section 2699(e)(2) to reduce any such penalties below the maximum statutory amount. Under Section 2699(e)(2), the Court may award a lesser amount than the maximum civil penalty if, "based on the facts and circumstances of the particular case, to do otherwise would result

27. In their PAGA notice dated September 15, 2022, Plaintiffs estimated potential PAGA penalties of approximately $12.2 million. An award of PAGA penalties in that amount — or any amount approaching that figure — would be grossly disproportionate to the nature and extent of any violations alleged, would be unjust and confiscatory in light of Defendant's good faith efforts to comply with applicable law, would not serv

28. Defendant has not yet completed its investigation and analysis of all facts and circumstances relevant to this action. Discovery has not yet commenced. Defendant therefore reserves the right to assert additional affirmative defenses, and to amend or supplement the affirmative defenses set forth herein, as they become known through the course of discovery, further factual investigation, additional legal research,

1. That Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla take nothing by reason of the Consolidated Complaint, and that judgment be entered in favor of Defendant and against Plaintiffs on all causes of action alleged therein;

2. That the putative class not be certified, or, if certified, that any class certification be subsequently decertified;

3. That Plaintiffs' PAGA claims be dismissed for failure to comply with mandatory pre-suit exhaustion requirements, or, in the alternative, that any PAGA penalties be reduced to the minimum amount permitted by law;

4. For costs of suit incurred herein;

5. For such other and further relief as this Court may deem just and proper. Dated: February 17, 2023 CALDERWOOD & HARKNESS LLP By: /s/ Renata Vasquez Renata Vasquez (SBN 224578) Devon Archer (SBN 301462) 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200 Facsimile: (213) 555-7201 Email: rvasquez@calderwoodharkness.com Email: darcher@calderwoodharkness.com Attorneys for Defend