Contract analysis

I. INTRODUCTION This Joint Status Report is submitted by plaintiff Estuary Foundation ("EF") and defendant The Whitfield-Garner Family Trust ("WGFT") (collectively, the "Parties"), through their respective counsel of record, pursuant to the Stipulation and Order Staying All Proceedings entered by this Court on September 16, 2022 (the "Stay Order"). The Stay Order provides that the Parties shall file joint status repo

II. PROCEDURAL BACKGROUND To assist the Court in evaluating the current posture of this case, the Parties provide the following summary of the relevant procedural history:

1. On April 25, 2022, Plaintiff Estuary Foundation filed a Complaint for Declaratory Relief in this action, seeking a judicial declaration that EF may lawfully redirect approximately Four Million Seven Hundred Thousand Dollars ($4,700,000) in restricted grant funds originally designated for the Bay Area Teacher Residency Initiative ("BATRI") to EF's broader educational mission, without violating the terms of the Gift

2. On June 10, 2022, WGFT filed its Answer to the Complaint and simultaneously filed a Cross-Complaint against EF. WGFT's Cross-Complaint seeks restitution of One Million Seven Hundred Thousand Dollars ($1,700,000) in grant funds that WGFT alleges were improperly expended or committed by EF in connection with the BATRI program, together with prejudgment interest at the rate of seven percent (7%) per annum from April

3. On July 22, 2022, EF filed its Answer to WGFT's Cross-Complaint, denying all material allegations and asserting various affirmative defenses.

4. On August 15, 2022, the Court held an Initial Case Management Conference. At that conference, the Honorable Patricia R. Wainwright suggested that the Parties explore mediation as a means of resolving this dispute prior to engaging in extensive and potentially costly discovery and motion practice. The Court noted the nature of the dispute—involving charitable funds and the relationship between a nonprofit foundatio

5. On September 2, 2022, the Parties attended a private mediation session before the Honorable Oscar Pelletreau (Ret.) at Bayshore Mediation Services, located at 201 Mission Street, Suite 900, San Francisco, California 94105. The mediation was conducted over the course of a full day. While the mediation did not result in a settlement of the dispute, the Parties made meaningful progress in identifying the core issues

6. On September 16, 2022, the Court entered the Stipulation and Order Staying All Proceedings. The Stay Order provides, among other things, that: (a) all deadlines, discovery, and motion practice in this action are stayed pending further order of the Court; (b) the Parties shall file joint status reports at approximately ninety (90) day intervals to keep the Court informed of the progress of settlement discussions; (

III. STATUS OF SETTLEMENT DISCUSSIONS Since the entry of the Stay Order on September 16, 2022, the Parties have engaged in ongoing, informal settlement discussions aimed at achieving a consensual resolution of this matter. Counsel for the Parties have communicated by telephone and email on multiple occasions during the ninety-day period covered by this report. In addition, the Parties have exchanged written correspon

IV. STATUS OF PRESERVATION OBLIGATIONS Both Parties confirm that they continue to comply with all document preservation obligations arising from this litigation, including obligations imposed by statute, court order, and applicable rules of professional conduct. Each Party has maintained in effect the litigation hold notices issued at the commencement of this action and has taken reasonable and appropriate steps to e

V. REQUEST TO CONTINUE STAY Based upon the foregoing, the Parties jointly and respectfully request that the Court continue the stay of all proceedings in this action for an additional period of approximately ninety (90) days, through approximately March 16, 2023. The Parties believe that this additional period will provide sufficient time for the Parties to continue their settlement discussions and, with reasonable d

VI. CONFIRMATION THAT ALL RIGHTS ARE PRESERVED Consistent with the terms of the Stay Order, the Parties confirm that the stay of proceedings is without prejudice to any Party's claims, defenses, or rights in this action. Without limitation, the following rights and claims are expressly preserved: (a) All claims asserted in EF's Complaint for Declaratory Relief, including EF's claim for a judicial declaration regardin

VII. PROPOSED ORDER A proposed order continuing the stay of all proceedings for an additional period of approximately ninety (90) days is submitted herewith as Exhibit A for the Court's consideration and approval. The proposed order provides that: (a) the Stipulation and Order Staying All Proceedings entered September 16, 2022, shall remain in full force and effect; (b) all proceedings, including discovery, motion pr

1. The Stipulation and Order Staying All Proceedings entered by this Court on September 16, 2022, shall remain in full force and effect in all respects.

2. All proceedings in this action, including but not limited to all discovery, motion practice, and all deadlines previously set or otherwise applicable, shall continue to be stayed pending further order of this Court.

3. The Parties shall file their next Joint Status Report on or about March 17, 2023, advising the Court of the status of settlement discussions and any other matters relevant to the continued management of this case.

4. All applicable limitation periods, statutes of repose, and procedural deadlines shall continue to be tolled during the pendency of the stay, consistent with the terms of the September 16, 2022 Stay Order.

5. All claims, defenses, and rights of all Parties are preserved without prejudice during the pendency of the stay, including but not limited to the claims asserted in Plaintiff's Complaint for Declaratory Relief and Defendant's Cross-Complaint for restitution and interest. IT IS SO ORDERED. Dated: ___ ________________________________________ THE HONORABLE PATRICIA R. WAINWRIGHT Judge of the Superior Court Department