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PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT WORK PRODUCT

PRELIMINARY OUTLINE AND ARGUMENT FRAMEWORK

Opposition to Plaintiff's Anticipated Motion for Class Certification

Matter: Gloria Reyes, individually and on behalf of all others similarly situated, and on behalf of the State of California v. Vantage Mobility Systems Corp., Case No. CIVSB-2025-04781, Superior Court of California, County of San Bernardino

C&H Matter No.: 1007-00004

Prepared by: James Underwood, Lead Associate, and Devon Archer, Working Associate, Labor & Employment Practice Group

Reviewed by: Renata Vasquez, Responsible Partner, Labor & Employment Practice Group

Date: September 2, 2025

Addressees: Internal Working Document — Calderwood & Harkness LLP Litigation Team

Client: Vantage Mobility Systems Corp.

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I. PURPOSE AND OVERVIEW OF THIS MEMORANDUM

This memorandum provides a preliminary framework and comprehensive argument outline for the opposition brief to be filed in response to Plaintiff Gloria Reyes's anticipated motion for class certification, which we expect Plaintiff's counsel to file in the first quarter of 2026. The opposition will be filed in the Superior Court of California, County of San Bernardino, before the Honorable Judge assigned to this matter following the initial case management conference.

The purpose of preparing this framework at this early stage is threefold. First, this outline is intended to guide our discovery planning over the next several months, ensuring that the depositions, written discovery, and third-party document requests we pursue are specifically tailored to develop the factual record necessary to oppose class certification effectively. Second, this memorandum will inform our expert retention strategy and data analysis work with Dr. Kenneth Proulx of Veltrano Analytics LLC, who has been engaged to serve as the defense's testifying statistical expert. Third, this document will serve as the foundation for pre-briefing strategy discussions with Priya Nandakumar, General Counsel of Vantage Mobility Systems Corp. ("VMS" or "Vantage"), and with the broader defense team, including our local counsel, Whitfield Garza LLP, and specifically Elena Garza, who is handling local court coordination and procedural matters in San Bernardino County.

We emphasize that this is a preliminary working document. The final opposition brief will be substantially refined and updated once Plaintiff's actual motion for class certification and all supporting declarations — including, critically, any expert declaration from Dr. Anita Bhargava of Lakeshore Economic Consulting Group — have been reviewed and analyzed. We anticipate revising this outline at least twice before the final brief is drafted: once following the completion of Dr. Proulx's preliminary statistical analysis (expected November–December 2025), and again upon receipt of Plaintiff's motion papers.

The governing legal standard for class certification in California is set forth in California Code of Civil Procedure section 382 and in the California Supreme Court's seminal decision in Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004. As detailed more fully in Section III below, under Brinker and its progeny, the central question for purposes of class certification in a meal-and-rest-break case is whether the employer maintained a uniform policy or practice that can be challenged on a class-wide basis through common proof, or whether the claims are inherently individualized because they depend on the specific circumstances of each employee's work experience. Our core argument is that the latter characterization applies here, particularly given the significant factual variations across production lines, shifts, supervisory practices, and the two distinct sub-periods created by Vantage's discontinuation of the automatic meal period deduction on March 15, 2024.

II. SUMMARY OF PLAINTIFF'S ANTICIPATED CLASS CERTIFICATION THEORY

A. Proposed Class Definition (As Pled in Complaint)

Plaintiff's Complaint, filed on or about August 4, 2025, defines the proposed class as follows:

"All current and former non-exempt hourly employees of Vantage Mobility Systems Corp. who worked at the Fontana Plant at any time from August 4, 2021 through the date of trial."

Based on our preliminary review of Vantage's human resources records and discussions with Priya Nandakumar and Sandra Olsen, VP of Human Resources, we estimate the proposed class encompasses approximately 3,550 putative class members. Of these, approximately 1,450 are current employees at the Fontana Plant as of the date of this memorandum, and approximately 2,100 are former employees who worked at the facility at some point during the proposed class period but have since separated from employment. This estimate accounts for the substantial workforce turnover characteristic of the manufacturing sector; as discussed further below, the Fontana Plant has experienced an annual turnover rate of approximately 38% during the relevant period.

The proposed class period extends from August 4, 2021 — four years before the filing of the Complaint — through the date of trial. Plaintiff relies on the four-year statute of limitations applicable to claims brought under California's Unfair Competition Law, Business and Professions Code section 17200 et seq., as the outer boundary for the class period. The underlying Labor Code claims (meal period violations under Labor Code section 512; rest period violations under Labor Code section 226.7; wage statement penalties under Labor Code section 226; waiting time penalties under Labor Code section 203) are subject to a three-year statute of limitations, and thus would reach back only to approximately August 2022 for those specific causes of action. Plaintiff's PAGA claims are subject to a one-year lookback period from the date the PAGA notice was submitted to the Labor and Workforce Development Agency, which we understand was on or about July 1, 2025.

B. Plaintiff's Likely Theory of Common Proof

Based on our review of the Complaint and our familiarity with the litigation strategy employed by Plaintiff's counsel, Nakamura Lozano & Pratt LLP — specifically, lead attorneys Victor Lozano and Michelle Tran — we anticipate that Plaintiff will advance a theory of common proof centered on the following contentions.

First and most significantly, Plaintiff will argue that Vantage maintained a uniform, plant-wide automatic 30-minute meal period deduction through its ApexTime 6.2 timekeeping system. This auto-deduction feature was operational from January 2020 through March 15, 2024, and functioned by automatically deducting 30 minutes from each employee's daily recorded hours regardless of whether the employee actually clocked out for and took a meal break. Plaintiff will characterize this auto-deduction as a de facto policy of failing to compensate employees for meal periods worked, and will argue that this constitutes common proof of a class-wide violation because every non-exempt hourly employee at the Fontana Plant was subject to the same automatic deduction during the relevant period.

Second, Plaintiff will contend that Vantage's ApexTime rounding policy — which rounds employee clock-in and clock-out times to the nearest six-minute (0.1-hour) increment — systematically shaved compensable time from employees' recorded hours. Plaintiff will argue that this rounding practice, applied uniformly to all non-exempt hourly employees, constitutes an additional basis for class-wide liability.

Third, Plaintiff will likely present the testimony and expert analysis of Dr. Anita Bhargava of Lakeshore Economic Consulting Group, located in Berkeley, California. Dr. Bhargava is a well-known plaintiff-side damages expert who has submitted declarations in numerous California wage-and-hour class actions. We anticipate that Dr. Bhargava will present aggregate damages models based on the ApexTime 6.2 time-punch data, applying assumed violation rates across the entire class to generate class-wide damages figures. Plaintiff's Complaint estimates a 65% violation rate for meal periods and a 30% violation rate for rest periods, though it remains to be seen whether Dr. Bhargava's analysis will adopt these same percentages or revise them based on the actual time-punch data.

We note for the team's awareness that Plaintiff's counsel, Nakamura Lozano & Pratt LLP, is a prominent California plaintiff-side employment class action firm with a well-established track record. Victor Lozano and Michelle Tran have been lead counsel in several high-profile meal-and-rest-break class actions against manufacturing and logistics companies in California, including cases that have resulted in eight-figure settlements. Their litigation approach is typically aggressive, methodical, and supported by substantial expert resources. We should anticipate a well-prepared certification motion.

C. Named Plaintiff's Individual Claims

The named Plaintiff, Gloria Reyes, is a former Production Associate who worked on Trim Line B, second shift (2:00 PM to 10:30 PM), at the Fontana Plant located at 11780 Cherry Avenue, Fontana, CA 92337. Her employment dates were March 12, 2021 through January 19, 2025. At the time of her separation, her hourly wage was $22.75 per hour.

Reyes alleges that she was routinely required to remain at her workstation during scheduled meal periods due to production quotas and line demands on Trim Line B. She further alleges that her rest breaks were shortened or denied entirely during so-called "surge" periods — intervals of increased production volume during which overtime shifts were mandated. Finally, she alleges that Vantage's ApexTime system auto-deducted 30-minute meal periods from her daily hours regardless of whether she actually took her meal break, resulting in systematic underpayment for time worked. Reyes currently resides in Rancho Cucamonga, California.

As we discuss more fully in Section IV.B below, Reyes's individual work history — confined to a single production line and a single shift — raises significant typicality concerns that we intend to exploit in our opposition.

III. LEGAL STANDARD FOR CLASS CERTIFICATION IN CALIFORNIA

A. Cal. Code Civ. Proc. § 382

California Code of Civil Procedure section 382 authorizes class actions "when the question is one of a common or general interest, of many persons, or when the parties are numerous, and it is impracticable to bring them all before the court." The party seeking certification bears the burden of establishing: (1) the existence of an ascertainable class, defined by reference to objective criteria such that it is administratively feasible to determine who is and is not a member of the class; (2) a well-defined community of interest among the class members; and (3) that substantial benefits will result from certification, as compared to individual litigation or alternative dispute resolution mechanisms.

The community of interest requirement, which is the heart of the certification analysis, encompasses three interrelated factors: (1) predominance of common questions of law or fact over questions affecting only individual class members; (2) typicality of the class representative's claims or defenses relative to the claims or defenses of the class; and (3) adequacy of the class representative and class counsel to fairly and vigorously prosecute the interests of the class.

Of these three factors, predominance is typically the most contested element in California wage-and-hour class actions, and it is the factor on which we expect to focus the bulk of our opposition.

B. *Brinker Restaurant Corp. v. Superior Court* (2012) 53 Cal.4th 1004

The California Supreme Court's decision in Brinker is the controlling authority on the substantive meal-and-rest-break obligations that underlie Plaintiff's claims, and it has critical implications for class certification in cases of this nature. In Brinker, the Court clarified the scope of an employer's obligation under Labor Code section 512, holding that an employer satisfies its duty by "providing" meal periods — that is, by making meal periods available and relieving employees of all duty for the required duration. The employer is not required to ensure that employees actually take their meal breaks or to "police" employee compliance with the meal period requirement.

Critically, however, the Court also held that an employer may not "impede or discourage" employees from taking meal periods or "coerce" employees into forgoing their meal breaks. This limitation means that where a plaintiff alleges not merely that breaks were missed, but that the employer's practices actively prevented or discouraged breaks, the inquiry may take on a more systemic character.

The implications for class certification are significant. Where an employer maintains a policy that facially complies with the meal period requirements articulated in Brinker — that is, a written policy that provides for meal periods of the requisite length at the requisite intervals — the question of whether individual employees actually missed their breaks, and why, becomes an inherently individualized inquiry. A facially compliant policy shifts the focus away from common proof and toward the specific circumstances of each employee's work experience: Did this employee actually miss a break? Was the employee prevented from taking the break by a supervisor? Was the employee's decision not to take the break voluntary? These are questions that cannot be answered on a class-wide basis through common proof, and they are the types of individualized inquiries that defeat predominance.

C. Burden of Proof

It bears emphasis that the burden of proof on class certification rests squarely with the Plaintiff. It is the Plaintiff's obligation to affirmatively demonstrate that common issues of law or fact predominate over individual issues, that the named representative's claims are typical of the class, and that the named representative is an adequate representative. The defendant is not required to prove that individual issues predominate; rather, the defendant need only identify individualized issues sufficient to cast doubt on the Plaintiff's showing of predominance.

The trial court is required to conduct a "rigorous analysis" of the certification requirements and may — indeed, must — "look behind the pleadings" to evaluate the merits of the claims insofar as they bear on the predominance inquiry. This does not mean that the court resolves the merits at the certification stage, but it does mean that the court is not required to accept the Plaintiff's allegations at face value. The court may consider evidence submitted by both sides, including expert declarations, to determine whether the Plaintiff has met the certification burden.

Certification may be denied where the evidence demonstrates that individualized proof would be required to establish liability for a significant portion of the class, even if some common issues exist. The existence of a common policy does not automatically satisfy predominance if the application and impact of that policy varied significantly across the class.

D. Additional Relevant Authority

Several additional California Supreme Court decisions will inform our opposition:

_Duran v. U.S. Bank National Assn._ (2014) 59 Cal.4th 1. In Duran, the Supreme Court addressed the manageability requirement for class certification and the limitations on the use of statistical sampling to establish liability. The Court held that a trial plan relying on testimony from a small sample of class members to establish class-wide liability was inadequate, and that the trial court erred in extrapolating liability findings from a non-representative sample to the entire class. Duran requires courts to evaluate, at the certification stage, whether a viable trial plan exists that can manage the adjudication of class-wide issues without unfairly depriving the defendant of its due process right to present individualized defenses. As we discuss in Section IV.E below, Duran's manageability requirements pose significant obstacles to Plaintiff's proposed class.

_Donohue v. AMN Services, LLC_ (2021) 11 Cal.5th 58. In Donohue, the Supreme Court addressed the legality of employer time-rounding policies in the context of meal period records. The Court held that rounding is not permitted for meal period time records and that, more broadly, a rounding policy that results in a systematic net underpayment to employees may be unlawful. However, the Court's analysis necessarily depends on the actual impact of the rounding policy on each individual employee's compensation. Whether a particular rounding practice resulted in a net gain or net loss for any given employee requires employee-specific time-record analysis — an inherently individualized exercise that weighs against class treatment of rounding-based claims.

_Ferra v. Loews Hollywood Hotel, LLC_ (2021) 11 Cal.5th 858. In Ferra, the Supreme Court held that the premium pay owed for missed meal and rest breaks under Labor Code section 226.7 must be calculated at the employee's "regular rate of pay" (which includes non-discretionary bonuses and other remuneration), not merely the employee's base hourly rate. Ferra is relevant to the damages methodology in this case because it means that the premium pay calculation for each class member may differ based on the employee's individual compensation structure, including any applicable shift differentials, non-discretionary bonuses, or overtime premiums.

IV. CORE ARGUMENTS AGAINST CLASS CERTIFICATION

A. Argument 1: Individualized Inquiries Predominate — Variations by Production Line, Shift, and Supervisor

The fundamental deficiency in Plaintiff's class certification theory is that it assumes a uniformity of experience among Vantage's non-exempt hourly workforce that simply does not exist. The Fontana Plant is a complex manufacturing operation with significant operational variation across production lines, shifts, and supervisory practices. These variations make it impossible to adjudicate the meal-and-rest-break claims of all putative class members through common proof. Each employee's experience was shaped by the specific production line on which they worked, the shift to which they were assigned, the supervisors who oversaw their work, the frequency and duration of overtime and surge periods on their particular line, and their own individual decisions regarding break-taking. These factors vary dramatically across the proposed class, and they render individualized inquiries — not common proof — the dominant feature of this litigation.

1. Production Line Variability

The Fontana Plant operates six distinct production lines: Body Line A, Body Line B, Trim Line A, Trim Line B, Paint, and Final Assembly/Quality Control. Each of these production lines has fundamentally different workflow characteristics, cycle times, staffing levels, and supervisor oversight structures. The differences are not marginal; they are structural and pervasive, and they bear directly on the meal-and-rest-break experience of the employees who work on each line.

For example, the Paint line involves coating and curing processes that create scheduled downtime intervals during which employees are not actively engaged in production tasks. During cure cycles, which typically last between 15 and 45 minutes depending on the specific coating application, Paint line employees have natural break points that are built into the production process itself. By contrast, the Trim Lines (A and B) and the Final Assembly/QC line involve continuous assembly tasks with shorter cycle times and less natural downtime. Employees on these lines are engaged in sequential, interdependent operations where the pace of work is dictated by the flow of units through the line.

These structural differences in workflow have direct implications for meal and rest break compliance. Employees on the Paint line may have had consistently different break experiences than employees on Trim Line B (where the named Plaintiff, Gloria Reyes, worked) or on Final Assembly/QC. Determining whether an employee was "provided" a compliant meal break — or whether the employee was "impeded" or "Discouraged" from taking a break — requires an understanding of the specific operational realities of the production line on which that employee worked.

Moreover, supervisor discretion in scheduling and authorizing breaks varies substantially across the six production lines. Each line is overseen by a different set of supervisors, and supervisory practices are influenced by the operational demands of the specific line. Supervisor training materials, which were last updated in September 2023, provide general guidance on meal and rest break requirements under California law, but they do not mandate identical break-scheduling practices across all six lines. The training materials appropriately leave room for supervisors to exercise judgment in scheduling breaks around production demands, provided that breaks are made available within the required timeframes. This means that break-scheduling practices differ from line to line and from supervisor to supervisor — a reality that forecloses class-wide adjudication.

In sum, proof of liability in this case will require a line-by-line, supervisor-by-supervisor inquiry into whether breaks were actually provided, impeded, or discouraged. This is a quintessentially individualized exercise that is incompatible with class treatment.

2. Shift Variability

The Fontana Plant operates two production shifts:

• First Shift: 5:00 AM to 1:30 PM, with a 30-minute unpaid meal period scheduled at approximately 9:00 AM.

• Second Shift: 2:00 PM to 10:30 PM, with a 30-minute unpaid meal period scheduled at approximately 6:00 PM.

These two shifts have different staffing levels, different supervisory assignments, and different production demands. First-shift employees and second-shift employees may have had materially different break experiences, even if they worked on the same production line, because of differences in staffing ratios, production volume, and supervisory oversight during their respective shifts.

In addition, overtime and "surge" shifts — periods during which production schedules are extended to meet increased demand — add a further layer of variability. During surge periods, shifts are frequently extended to 12 hours (5:00 AM to 5:30 PM for the first shift; 2:00 PM to 2:30 AM for the second shift). These extended shifts trigger entitlement to a second 30-minute meal period under Labor Code section 512(a) and a third 10-minute rest break under applicable IWC Wage Orders. Whether and how frequently any particular employee worked overtime or surge shifts is an individual inquiry. The frequency and duration of surge periods varies by production line and by season — certain lines experience more surge activity than others, and surge periods tend to cluster around specific times of the year depending on client delivery schedules and production cycles.

Named Plaintiff Gloria Reyes worked exclusively on the second shift. Her experience on the second shift, with its particular supervisors, production demands, and break-scheduling practices, cannot serve as a proxy for the experiences of first-shift employees, who worked under different conditions. This fundamental mismatch between Reyes's individual experience and the experience of a substantial portion of the class underscores the individualized nature of the claims and weighs heavily against predominance.

3. Supervisor Practices

Approximately 120 exempt salaried and management employees at the Fontana Plant oversee the non-exempt hourly workforce. These supervisors are distributed across the six production lines and two shifts, and they exercise varying degrees of flexibility and discretion in scheduling and authorizing employee breaks.

The evidence will show that different supervisors adopted different approaches to break scheduling, reflecting both the operational realities of their respective production lines and their individual management styles. Some supervisors were more flexible in allowing employees to take breaks at times that suited the employees' preferences, while others adhered more rigidly to scheduled break times due to production quotas or line demands. Some supervisors may have actively encouraged employees to take their full meal and rest breaks, while others — though not necessarily in violation of company policy — may have placed greater emphasis on maintaining production throughput.

These variations in supervisory practice are directly relevant to the liability inquiry. Under Brinker, the question is not merely whether the employer had a compliant policy, but whether, in practice, employees were actually provided with the opportunity to take their breaks. Answering that question requires individualized testimony from supervisors and employees regarding the specific break-scheduling practices on each production line and each shift. A class-wide adjudication that lumps together the break experiences of employees supervised by 120 different managers across six production lines and two shifts would be neither practicable nor fair.

B. Argument 2: Named Plaintiff Gloria Reyes Is Atypical and Inadequate as a Class Representative

1. Atypicality. Reyes's claims are not typical of the claims of the proposed class as a whole. As noted above, Reyes worked on a single production line — Trim Line B — out of the six production lines at the Fontana Plant. She worked on a single shift — the second shift — out of the two shifts. Her employment spanned from March 12, 2021 through January 19, 2025, meaning she was employed during the period when the ApexTime auto-deduction was in effect (through March 15, 2024) and for approximately ten months after its discontinuation. However, she cannot speak to conditions on other production lines, other shifts, or during periods when she was not employed.

Reyes's specific allegations — that she was routinely required to remain at her workstation during meal periods due to production quotas on Trim Line B, and that her rest breaks were shortened or denied during surge periods — are rooted in the particular operational characteristics and supervisory practices of Trim Line B on the second shift. These allegations may not be shared by employees on production lines with fundamentally different workflow characteristics. For example, employees on the Paint line, who benefit from natural downtime during cure cycles, may have had consistently different break experiences than employees on Trim Line B. Similarly, employees on Body Line A may have worked under different supervisors with different break-scheduling practices.

A class representative whose claims arise from the specific conditions of one production line and one shift cannot adequately represent the interests of employees whose claims — if any — arise from different conditions on different lines and shifts. The typicality requirement demands more than a showing that the named plaintiff asserts the same general types of claims as the class; it requires that the named plaintiff's specific factual allegations be sufficiently representative of the class as a whole. Reyes fails this test.

2. Unique Defenses Applicable to Reyes

In addition to the typicality concerns described above, Reyes is subject to unique defenses that could become the focus of the litigation and distract from the class-wide issues, further undermining her adequacy as a class representative.

First, we should investigate during discovery whether Reyes signed a voluntary meal period waiver at any point during her employment. Under Labor Code section 512(a), employees working shifts of more than ten hours but not more than twelve hours may execute a written waiver of their second meal period. If Reyes signed such a waiver during any of the surge periods she references in her Complaint, that waiver could constitute a complete defense to her individual claim with respect to the second meal period on those particular shifts.

Second, we should investigate whether the supervisors on Trim Line B, second shift, had unique break-scheduling practices that were not shared by supervisors on other lines. If Reyes's break deprivation was attributable to the specific conduct of particular supervisors on Trim Line B rather than a plant-wide policy, her claims would be uniquely vulnerable to a defense that the violations she experienced were aberrational rather than representative.

Third, Reyes's separation from employment in January 2025 raises potential issues of motive and credibility that are unique to her individual claims. The circumstances of her departure — including whether she resigned, was terminated, or left for other reasons — may bear on her credibility as a witness and her motivations for pursuing this litigation. These issues could become the focus of the defense's trial presentation with respect to Reyes individually, creating the type of intra-class conflict that courts have recognized as grounds for denying certification.

C. Argument 3: The Auto-Deduction Policy discontinuation on March 15, 2024 Creates Two Distinct Sub-Periods Requiring Different Analyses

The most significant structural flaw in Plaintiff's class certification theory is that the proposed class period spans two fundamentally different sub-periods, during which the factual and legal bases for the meal-and-rest-break claims differ materially. The dividing line is March 15, 2024 — the date on which Vantage discontinued the automatic 30-minute meal period deduction in ApexTime 6.2 and implemented a manual clock-out/clock-in requirement for meal periods. This bifurcation of the class period undermines the commonality and predominance of Plaintiff's claims and renders the proposed class unmanageable.

1. Pre-discontinuation Period (August 4, 2021 – March 15, 2024)

During the pre-discontinuation period, the automatic 30-minute meal period deduction in ApexTime 6.2 was in effect. Every non-exempt hourly employee at the Fontana Plant was subject to the same auto-deduction. We acknowledge that the auto-deduction is the strongest element of Plaintiff's case, as it could be characterized as a uniform, facially noncompliant policy that affected all class members equally. Plaintiff will argue that the auto-deduction is the quintessential "common proof" — a single policy applied to all employees — that satisfies predominance.

However, the auto-deduction's impact on individual employees was far from uniform. Employees who actually took their full 30-minute meal break — who physically left their workstations, ceased all work duties, and returned after 30 minutes — suffered no injury from the auto-deduction. For these employees, the auto-deduction accurately reflected reality: they took a 30-minute break, and 30 minutes was deducted from their recorded hours. The auto-deduction caused harm only to those employees who worked through all or part of the meal period and had time deducted that they actually worked.

Determining which employees fall into each category — those who took their breaks and those who did not — requires an employee-by-employee review. The auto-deduction itself does not tell us whether any particular employee actually missed a meal break; it tells us only that 30 minutes was deducted regardless. To establish liability, Plaintiff must prove not just that the deduction was automatic, but that it resulted in actual harm to specific employees on specific days. That is an individualized inquiry, even in the pre-discontinuation period.

2. Post-discontinuation Period (March 15, 2024 – Present)

Effective March 15, 2024, following an internal HR audit conducted by Sandra Olsen, VP of Human Resources, which culminated in a February 8, 2024 internal audit memo identifying the auto-deduction as a compliance risk, Vantage implemented a comprehensive corrective action. Marcus Gutierrez, Fontana Plant Manager, issued a corrective action memo dated March 10, 2024, directing that the ApexTime system be reconfigured to require manual clock-out and clock-in for all meal periods. The configuration change was completed and became effective on March 15, 2024.

After March 15, 2024, the auto-deduction no longer existed. Any claim of missed meal breaks during the post-discontinuation period cannot rest on a uniform auto-deduction policy; it must instead be based on individualized evidence that a particular employee, on a particular day, was not provided a compliant meal break. The post-discontinuation period is, by definition, governed by individualized factual inquiries rather than common proof. This is precisely the type of claim that the Brinker framework holds is unsuitable for class treatment.

The existence of these two fundamentally different sub-periods — one potentially governed by a common policy (the auto-deduction) and one governed entirely by individualized facts — fatally undermines Plaintiff's theory that a single class can be certified for the entire class period. At a minimum, the post-March 15, 2024 period should be excluded from any certified class.

3. Remedial Measures as Evidence of Good Faith

Vantage's voluntary and proactive discontinuation of the auto-deduction further undermines Plaintiff's class certification theory. The corrective action demonstrates Vantage's good-faith commitment to complying with California's meal-and-rest-break requirements under Labor Code section 512 and applicable IWC Wage Orders. The company identified the compliance risk through its own internal audit process, acted promptly to implement a corrective measure, and reconfigured its timekeeping system to require manual clock-out/clock-in — all before any litigation was filed.

Moreover, the Employee Handbook for the Fontana Plant, revised in June 2022, includes Section 4.3 (Meal & Rest Break Policy), which articulates a meal and rest break policy that facially complies with California law. The Handbook provides for 30-minute unpaid meal periods and paid 10-minute rest breaks at the intervals required by law. The existence of a compliant written policy, combined with the proactive corrective action, supports the inference that Vantage did not maintain a uniform practice of denying employees their meal and rest breaks — and that any break violations that occurred were the product of individualized circumstances rather than a class-wide policy.

We will argue that Vantage's remediation weighs against a finding that a common, unlawful policy persisted throughout the proposed class period. The remediation effectively bifurcates the class period and demonstrates that whatever compliance issues may have existed during the auto-deduction period were addressed and corrected, undermining the narrative of a persistent, ongoing violation that Plaintiff needs to sustain her class certification theory.

D. Argument 4: Statistical Evidence Will Demonstrate Substantial Compliance — Dr. Kenneth Proulx's Expected Analysis

1. Expert Retention

The defense has retained Dr. Kenneth Proulx, Ph.D., a specialist in statistics and econometrics, of Veltrano Analytics LLC, located at 155 South Lake Avenue, Suite 800, Pasadena, CA 91101, as the defense's testifying statistical expert. Dr. Proulx holds a Ph.D. in Economics with a concentration in Econometrics from the University of Chicago and has extensive experience in analyzing large-scale employment datasets in the context of wage-and-hour class actions. He has been qualified as an expert in statistics and econometrics in California Superior Courts and federal courts throughout the Ninth Circuit.

Dr. Proulx's engagement encompasses several discrete analytical tasks: (1) comprehensive statistical analysis of the ApexTime 6.2 time-punch dataset for all approximately 3,550 putative class members across the entire class period; (2) analysis of meal and rest break compliance variability by production line, shift, and time period (pre- and post-March 15, 2024); (3) analysis of the net impact of the rounding policy on employee compensation; and (4) rebuttal of the methodology and conclusions of Plaintiff's expert, Dr. Anita Bhargava.

2. Expected Findings

Our preliminary review of available time records, conducted in conjunction with Dr. Proulx's initial assessment, indicates that a significant percentage of employees at the Fontana Plant consistently clocked out for and back in from meal periods throughout the class period. This preliminary observation suggests that many employees regularly took their full 30-minute meal breaks, and that the auto-deduction — for these employees — accurately reflected their actual break-taking behavior.

Dr. Proulx will conduct a comprehensive analysis of the frequency and duration of meal and rest break deviations across all six production lines, both shifts, and the two sub-periods (pre- and post-March 15, 2024). We expect Dr. Proulx's analysis to demonstrate wide variability in break patterns across production lines and between shifts. For example, we anticipate that the Paint line will show significantly higher break compliance rates than the Trim Lines or Final Assembly/QC, reflecting the natural downtime inherent in the painting and curing process. Similarly, we expect to see differences in break compliance between the first and second shifts, and a marked improvement in compliance metrics after March 15, 2024, when the manual clock-out/clock-in system was implemented.

This variability is critical to our predominance argument. If break compliance rates vary significantly across production lines and shifts, it means that the break experience of employees on one line or one shift cannot be presumed to be representative of the break experience of employees on other lines or shifts. Class-wide adjudication based on an assumed uniform violation rate would be unreliable and misleading.

Dr. Proulx will also analyze the net impact of the ApexTime rounding policy (rounding to the nearest six-minute/0.1-hour increment) to determine whether the rounding practice systematically favored the employer or was neutral in the aggregate. Under Donohue v. AMN Services, LLC (2021) 11 Cal.5th 58, a rounding policy that results in systematic net underpayment may be unlawful. However, a policy that is neutral in the aggregate — that is, one where the rounding results in approximately equal gains and losses for employees over time — may be defensible. Dr. Proulx's analysis will examine the rounding impact on an employee-by-employee basis and in the aggregate, providing evidence to support the defense on this element of Plaintiff's claims.

3. Rebuttal of Dr. Anita Bhargava's Expected Damages Model

We anticipate that Plaintiff's expert, Dr. Anita Bhargava of Lakeshore Economic Consulting Group in Berkeley, California, will submit a declaration in support of the certification motion presenting an aggregate damages model and a proposed class-wide methodology. Based on our experience with Dr. Bhargava's work in other cases and the violation rates assumed in Plaintiff's Complaint (65% meal period violation rate and 30% rest period violation rate), we expect Dr. Bhargava's model to apply uniform or near-uniform violation rates across the entire class to generate aggregate damages figures.

Dr. Proulx will prepare a detailed rebuttal of Dr. Bhargava's methodology. The core of the rebuttal will be that aggregate assumptions — particularly assumed uniform violation rates — mask enormous individual variation in break compliance across production lines, shifts, and time periods. Dr. Proulx will demonstrate, through the actual time-punch data, that the assumed violation rates significantly overstate the incidence of missed breaks for employees on certain production lines (e.g., Paint) while potentially understating the incidence for employees on other lines (e.g., Trim Line B). This variability renders any class-wide damages model unreliable and inadmissible, and it confirms that the claims cannot be adjudicated on a class-wide basis without individualized inquiry into each employee's actual break experience.

The rebuttal will also address the methodological soundness of Dr. Bhargava's model, including whether the model accounts for employees who voluntarily chose not to take breaks (as distinct from employees who were prevented from taking breaks), employees who signed voluntary meal period waivers, and the structural differences between the pre- and post-March 15, 2024 periods.

E. Argument 5: Manageability Concerns

1. Scale and Heterogeneity

The proposed class encompasses approximately 3,550 members — approximately 1,450 current employees and approximately 2,100 former employees — spread across a four-year class period, six production lines, two shifts, and varying overtime and surge schedules. The heterogeneity of this proposed class is striking. Class members include employees who worked on entirely different production lines with different workflow characteristics, employees who worked on different shifts with different supervisors, employees who worked varying amounts of overtime, and employees whose tenures at the Fontana Plant ranged from a few weeks to multiple years.

The annual workforce turnover rate at the Fontana Plant during the class period has been approximately 38%, meaning that the composition of the non-exempt hourly workforce changed significantly from year to year. This fluidity means that identifying all class members and determining their respective periods of employment, production line assignments, shift assignments, overtime history, and break experiences requires extensive individualized record review. The administrative burden of managing a class of this size and heterogeneity is substantial and weighs against certification.

Furthermore, each class member's damages would need to be calculated on an individual basis, taking into account the employee's specific workdays, hours worked, shift assignments, overtime periods, regular rate of pay (including any applicable shift differentials and non-discretionary bonuses under Ferra), and whether and to what extent the employee actually missed meal or rest breaks on particular days. A class-wide damages model that applies assumed uniform violation rates cannot substitute for this individualized calculation.

2. Trial Plan Deficiencies Under *Duran*

Under Duran v. U.S. Bank National Assn. (2014) 59 Cal.4th 1, the trial court must evaluate, at the certification stage, whether a manageable trial plan exists. The Duran Court emphasized that due process requires that the defendant have the opportunity to present individualized defenses and that the trial plan not rely on statistical sampling or extrapolation to establish liability for class members who did not individually testify.

Plaintiff cannot rely on statistical sampling to establish liability on a class-wide basis in this case. The variation in break compliance across production lines, shifts, supervisors, and the two sub-periods means that a sample of employees drawn from one production line or one shift would not be representative of the experiences of employees on other lines or shifts. Any attempt to extrapolate liability findings from a non-representative sample to the entire class would run afoul of Duran's due process requirements.

Similarly, Plaintiff cannot present a manageable trial plan that accounts for the line-by-line, shift-by-shift, and period-by-period variation in break compliance. A trial of this class would devolve into thousands of mini-trials — each focused on the specific break experience of an individual employee on a specific production line, during a specific shift, under a specific supervisor, on specific dates. This is not a trial plan; it is an unmanageable aggregation of individual claims.

3. Superiority of Individual Claims / PAGA

We note that Plaintiff's PAGA claims under Labor Code section 2698 et seq. are representative by statute and are not subject to the class certification requirements of Code of Civil Procedure section 382. The PAGA claims will proceed regardless of whether the class is certified. This means that Plaintiff already has a viable vehicle for obtaining relief on behalf of herself and other aggrieved employees, and that the incremental benefit of class certification — particularly in light of the manageability concerns identified above — is diminished.

We will argue that individual actions or a PAGA-only framework is superior to class treatment given the inherently individualized nature of the meal-and-rest-break claims. The PAGA framework permits the recovery of penalties on behalf of all aggrieved employees without requiring the court to adjudicate the specific meal-and-rest-break experience of each individual class member, and it provides a more efficient and manageable mechanism for resolving the claims at issue.

In the alternative, if the court is inclined to certify some form of class, we will argue for narrowing the class definition or creating subclasses that would be more manageable. Possible modifications include: (a) limiting the class to the pre-March 15, 2024 period, when the auto-deduction was in effect, and excluding the post-discontinuation period; (b) creating separate subclasses for each production line, to account for line-specific variations in break compliance; or (c) limiting the class to employees on specific production lines where the evidence of systematic break violations is strongest, rather than certifying a plant-wide class. These modifications would not resolve all of the manageability concerns identified above, but they would mitigate the most severe problems and may be more palatable to the court than outright denial of certification.

V. AFFIRMATIVE DEFENSES RELEVANT TO CLASS CERTIFICATION

The following affirmative defenses are relevant to the class certification analysis, either because they support the predominance argument (by introducing additional individualized inquiries) or because they bear on the merits in ways that affect the certification calculus.

A. Good-Faith Compliance / Written Policy Defense

The Employee Handbook for the Fontana Plant, revised in June 2022, includes Section 4.3 (Meal & Rest Break Policy), which articulates a meal and rest break policy that facially complies with Labor Code sections 226.7 and 512. The policy provides for 30-minute unpaid meal periods at the intervals required by law and for paid 10-minute rest breaks at the required intervals. The policy was disseminated to all non-exempt hourly employees and is acknowledged in writing by employees upon hire and upon each revision.

Under Brinker, if an employer maintains a written policy that complies with the meal-and-rest-break requirements, the focus of the inquiry shifts from the policy itself to the implementation of the policy — i.e., whether individual employees were actually provided with compliant breaks. This shift transforms the case from one potentially amenable to class treatment (challenging a facially noncompliant policy) to one that is inherently individualized (requiring proof that specific employees were denied breaks on specific occasions). The existence of Vantage's compliant written policy is therefore directly relevant to the predominance analysis and supports our argument that individualized inquiries dominate.

B. Voluntary Meal Period Waivers

Under Labor Code section 512(a), employees who work shifts exceeding ten hours but not exceeding twelve hours may execute a written waiver of their second 30-minute meal period, provided that the first meal period was not waived. During the class period, some Fontana Plant employees may have executed such waivers in connection with overtime and surge shifts.

Discovery will be required to determine how many employees signed voluntary meal period waivers, for which shifts, and during which time periods. Employees who signed waivers may not be able to assert claims for missed second meal periods during the shifts covered by the waiver. Whether a particular employee signed a waiver, and whether the waiver was valid, is an inherently individualized inquiry. The existence of meal period waivers introduces an additional layer of individualized issues that further undermines predominance.

C. Statute of Limitations Variations

The proposed class encompasses claims subject to varying statutes of limitations. Labor Code claims (meal period violations, rest period violations, wage statement penalties, and waiting time penalties) are subject to a three-year statute of limitations. UCL claims under Business and Professions Code section 17200 are subject to a four-year statute of limitations. PAGA claims are subject to a one-year lookback period from the date of the PAGA notice.

Because class members have different periods of employment — some spanning the entire class period, others limited to shorter intervals — the statute of limitations analysis will differ from employee to employee. Former employees whose employment ended more than three years (or four years, for UCL claims) before the filing of the Complaint may have claims that are partially or fully time-barred. Determining which employees have viable claims for which time periods requires individualized analysis.

D. Neutral Rounding Policy

Vantage's ApexTime system rounds employee clock-in and clock-out times to the nearest six-minute (0.1-hour) increment. This rounding policy is facially neutral — it rounds both up and down to the nearest increment, and there is no structural bias in the rounding that systematically favors the employer over the employee.

Whether the rounding policy resulted in a net gain or a net loss for any particular employee requires individualized time-record analysis. As noted above, Dr. Proulx will conduct this analysis for the class as a whole and on an employee-by-employee basis. Under Donohue v. AMN Services, LLC (2021) 11 Cal.5th 58, rounding policies that result in systematic underpayment may be unlawful, but the key word is "systematic" — the analysis requires a comprehensive review of each employee's actual time records to determine the net effect of rounding on that employee's compensation. This inherently employee-specific analysis weighs against class treatment of the rounding-based claims.

VI. KEY DISCOVERY TO DEVELOP BEFORE BRIEFING

The following discovery items must be completed or substantially advanced before the opposition brief is finalized. We have organized these items by category and have identified responsible team members and approximate timelines where possible.

A. Time Record Data from ApexTime 6.2

The single most important dataset for the opposition is the complete time-punch record from ApexTime 6.2 for all putative class members — approximately 3,550 individuals — for the entire class period (August 4, 2021 to present). This dataset is the foundation for Dr. Proulx's statistical analysis and will be critical to demonstrating the variability in break compliance across production lines, shifts, and time periods.

The data fields needed include, at a minimum: employee ID, date, clock-in time, clock-out time, meal break clock-out time, meal break clock-in time, auto-deduction flags (indicating whether the 30-minute deduction was applied automatically or based on manual clock-out/clock-in), rounding adjustments (showing the actual clock time and the rounded time for each punch), production line assignment, and shift assignment. Additional fields that may be useful include overtime authorization flags, supervisor ID, and any exception or override codes applied to individual time records.

The data is maintained by Apex Workforce Solutions, Inc., the third-party timekeeping vendor, located at 8500 Shoal Creek Boulevard, Suite 200, Austin, TX 78757. We will need to coordinate with Apex, through Vantage's General Counsel Priya Nandakumar, to preserve the data and produce it in an analyzable electronic format (preferably a structured database export in CSV or similar format, rather than PDF images of timesheets). Devon Archer should initiate this coordination in September 2025.

B. Employee Declarations / Deposition Testimony

To rebut Plaintiff's narrative that meal and rest breaks were uniformly denied across the Fontana Plant, we will need declarations and/or deposition testimony from employees and supervisors on each production line and each shift who can testify to compliant break-taking practices. Specifically:

• Identify current or former employees from each of the six production lines and both shifts who consistently took compliant meal and rest breaks during the class period. These employees can provide testimony that contradicts Plaintiff's assertion of a uniform violation.

• Identify supervisors on each of the six production lines who can testify regarding their break-scheduling practices, including how breaks were scheduled around production demands, whether employees were given the opportunity to take their full breaks, and whether any employees voluntarily chose not to take breaks.

• Depose Marcus Gutierrez, Fontana Plant Manager, regarding plant-wide policies and practices, the scope of supervisor discretion in scheduling breaks, and the operational differences between production lines.

• Depose Sandra Olsen, VP of Human Resources, regarding the February 8, 2024 internal HR audit memo that identified the auto-deduction compliance risk, the March 10, 2024 corrective action memo directing the transition to manual clock-out/clock-in, and the implementation timeline for the corrective action.

C. Production Schedules and Overtime Logs

We should obtain shift schedules and overtime authorization logs for the entire class period to demonstrate the variability in shift lengths, overtime frequency, and surge period timing across production lines. This data will support Dr. Proulx's analysis and our arguments regarding the heterogeneity of the class. Production schedules will also help us identify which employees worked overtime or surge shifts (triggering second meal period and third rest break entitlements) and how frequently, further demonstrating the individualized nature of the claims.

D. Employee Handbook and Training Materials

We should produce the following documents to establish that Vantage maintained and disseminated a compliant written policy throughout the class period:

• The Employee Handbook for the Fontana Plant, revised June 2022, including Section 4.3 (Meal & Rest Break Policy), which articulates the meal and rest break requirements under California law and Vantage's commitment to providing compliant breaks.

• The supervisor training materials on meal and rest break compliance, last updated in September 2023, which provide guidance to supervisors on scheduling breaks, responding to employee requests regarding breaks, and documenting any break deviations.

• Any earlier versions of the Handbook or training materials that were in effect during the class period but have since been superseded.

These documents support the good-faith compliance defense and demonstrate that, at the policy level, Vantage provided for compliant breaks. Under Brinker, the existence of a facially compliant policy shifts the inquiry to individualized questions about implementation — a result that favors the defense on predominance.

E. Meal Period Waiver Records

We should collect and review all voluntary meal period waiver forms executed by employees during the class period. The waivers should be categorized by production line, shift, and time period to determine the scope and prevalence of meal period waivers across the class. This information will be used both to support the individualized-inquiry argument (the existence of waivers introduces another employee-specific variable) and to identify employees whose claims may be subject to a waiver defense.

F. ApexTime Configuration Records

We should obtain from Apex Workforce Solutions the system configuration records for ApexTime 6.2, showing: (1) the auto-deduction settings that were in effect from January 2020 through March 15, 2024, including the specific parameters of the auto-deduction (e.g., the duration of the automatic deduction, the triggering conditions, and any exceptions or override capabilities); (2) the configuration change implemented on March 15, 2024, switching from auto-deduction to manual clock-out/clock-in; and (3) the rounding settings (nearest six-minute increment) and any changes to those settings during the class period.

These records will establish the precise date and scope of the configuration change, confirm the operational parameters of the auto-deduction during the pre-discontinuation period, and provide the technical foundation for Dr. Proulx's analysis of the rounding policy's impact on employee compensation.

VII. EXPERT RETENTION AND DATA ANALYSIS TIMELINE

A. Dr. Kenneth Proulx — Veltrano Analytics LLC

As noted above, Dr. Kenneth Proulx of Veltrano Analytics LLC has been retained as the defense's testifying statistical expert. The engagement letter has been executed and the scope of his engagement includes: (1) statistical analysis of the ApexTime 6.2 time-punch data for all approximately 3,550 putative class members across the full class period; (2) analysis of meal and rest break compliance variability by production line, shift, and time period; (3) analysis of the net impact of the rounding policy on employee compensation; and (4) preparation of a rebuttal to the methodology and conclusions of Plaintiff's expert, Dr. Anita Bhargava. Dr. Proulx's billing address is 155 South Lake Avenue, Suite 800, Pasadena, CA 91101.

B. Proposed Timeline for Expert Work

The following table sets forth the proposed timeline for Dr. Proulx's expert work, coordinated with the broader discovery and briefing schedule:

This timeline is aggressive but achievable, provided that data collection from Apex Workforce Solutions proceeds without significant delays. Devon Archer will serve as the primary liaison between Dr. Proulx and the Calderwood & Harkness team, coordinating data transfers, reviewing preliminary analyses, and ensuring that Dr. Proulx's work product is aligned with the legal arguments outlined in this memorandum.

C. Rebuttal of Plaintiff's Expert

We anticipate that Dr. Anita Bhargava of Lakeshore Economic Consulting Group will submit a declaration in support of Plaintiff's class certification motion presenting aggregate damages calculations and a proposed class-wide methodology. Based on the violation rates assumed in Plaintiff's Complaint — a 65% meal period violation rate and a 30% rest period violation rate — we expect Dr. Bhargava to calculate aggregate damages by applying these assumed rates (or rates derived from the time-punch data) to the entire class.

Dr. Proulx will prepare a detailed rebuttal addressing the following issues:

• The assumed violation rates do not account for the significant variability in break compliance across production lines, shifts, and time periods. Applying a uniform assumed rate to the entire class masks the fact that some segments of the class had high compliance rates while others may have had lower compliance rates. This variability renders a class-wide damages model unreliable.

• The aggregate damages model does not distinguish between employees who voluntarily chose not to take breaks (and thus suffered no legally cognizable injury, given Vantage's compliant written policy) and employees who were prevented from taking breaks by supervisory practices or operational demands. Under Brinker, only the latter category gives rise to liability.

• The model does not account for voluntary meal period waivers executed by employees on overtime and surge shifts, which would reduce t

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT WORK PRODUCT
PRELIMINARY OUTLINE AND ARGUMENT FRAMEWORK
Opposition to Plaintiff's Anticipated Motion for Class Certification
Matter: Gloria Reyes, individually and on behalf of all others similarly situated, and on behalf of the State of California v. Vantage Mobility Systems Corp., Case No. CIVSB-2025-04781, Superior Court of California, County of San Bernardino
C&H Matter No.: 1007-00004
Prepared by: James Underwood, Lead Associate, and Devon Archer, Working Associate, Labor & Employment Practice Group
Reviewed by: Renata Vasquez, Responsible Partner, Labor & Employment Practice Group
Date: September 2, 2025
Addressees: Internal Working Document — Calderwood & Harkness LLP Litigation Team
Client: Vantage Mobility Systems Corp.
Right-click to update Table of Contents
I. PURPOSE AND OVERVIEW OF THIS MEMORANDUM
This memorandum provides a preliminary framework and comprehensive argument outline for the opposition brief to be filed in response to Plaintiff Gloria Reyes's anticipated motion for class certification, which we expect Plaintiff's counsel to file in the first quarter of 2026. The opposition will be filed in the Superior Court of California, County of San Bernardino, before the Honorable Judge assigned to this matter following the initial case management conference.
The purpose of preparing this framework at this early stage is threefold. First, this outline is intended to guide our discovery planning over the next several months, ensuring that the depositions, written discovery, and third-party document requests we pursue are specifically tailored to develop the factual record necessary to oppose class certification effectively. Second, this memorandum will inform our expert retention strategy and data analysis work with Dr. Kenneth Proulx of Veltrano Analytics LLC, who has been engaged to serve as the defense's testifying statistical expert. Third, this document will serve as the foundation for pre-briefing strategy discussions with Priya Nandakumar, General Counsel of Vantage Mobility Systems Corp. ("VMS" or "Vantage"), and with the broader defense team, including our local counsel, Whitfield Garza LLP, and specifically Elena Garza, who is handling local court coordination and procedural matters in San Bernardino County.
We emphasize that this is a preliminary working document. The final opposition brief will be substantially refined and updated once Plaintiff's actual motion for class certification and all supporting declarations — including, critically, any expert declaration from Dr. Anita Bhargava of Lakeshore Economic Consulting Group — have been reviewed and analyzed. We anticipate revising this outline at least twice before the final brief is drafted: once following the completion of Dr. Proulx's preliminary statistical analysis (expected November–December 2025), and again upon receipt of Plaintiff's motion papers.
The governing legal standard for class certification in California is set forth in California Code of Civil Procedure section 382 and in the California Supreme Court's seminal decision in Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004. As detailed more fully in Section III below, under Brinker and its progeny, the central question for purposes of class certification in a meal-and-rest-break case is whether the employer maintained a uniform policy or practice that can be challenged on a class-wide basis through common proof, or whether the claims are inherently individualized because they depend on the specific circumstances of each employee's work experience. Our core argument is that the latter characterization applies here, particularly given the significant factual variations across production lines, shifts, supervisory practices, and the two distinct sub-periods created by Vantage's discontinuation of the automatic meal period deduction on March 15, 2024.
II. SUMMARY OF PLAINTIFF'S ANTICIPATED CLASS CERTIFICATION THEORY
A. Proposed Class Definition (As Pled in Complaint)
Plaintiff's Complaint, filed on or about August 4, 2025, defines the proposed class as follows:
"All current and former non-exempt hourly employees of Vantage Mobility Systems Corp. who worked at the Fontana Plant at any time from August 4, 2021 through the date of trial."
Based on our preliminary review of Vantage's human resources records and discussions with Priya Nandakumar and Sandra Olsen, VP of Human Resources, we estimate the proposed class encompasses approximately 3,550 putative class members. Of these, approximately 1,450 are current employees at the Fontana Plant as of the date of this memorandum, and approximately 2,100 are former employees who worked at the facility at some point during the proposed class period but have since separated from employment. This estimate accounts for the substantial workforce turnover characteristic of the manufacturing sector; as discussed further below, the Fontana Plant has experienced an annual turnover rate of approximately 38% during the relevant period.
The proposed class period extends from August 4, 2021 — four years before the filing of the Complaint — through the date of trial. Plaintiff relies on the four-year statute of limitations applicable to claims brought under California's Unfair Competition Law, Business and Professions Code section 17200 et seq., as the outer boundary for the class period. The underlying Labor Code claims (meal period violations under Labor Code section 512; rest period violations under Labor Code section 226.7; wage statement penalties under Labor Code section 226; waiting time penalties under Labor Code section 203) are subject to a three-year statute of limitations, and thus would reach back only to approximately August 2022 for those specific causes of action. Plaintiff's PAGA claims are subject to a one-year lookback period from the date the PAGA notice was submitted to the Labor and Workforce Development Agency, which we understand was on or about July 1, 2025.
B. Plaintiff's Likely Theory of Common Proof
Based on our review of the Complaint and our familiarity with the litigation strategy employed by Plaintiff's counsel, Nakamura Lozano & Pratt LLP — specifically, lead attorneys Victor Lozano and Michelle Tran — we anticipate that Plaintiff will advance a theory of common proof centered on the following contentions.
First and most significantly, Plaintiff will argue that Vantage maintained a uniform, plant-wide automatic 30-minute meal period deduction through its ApexTime 6.2 timekeeping system. This auto-deduction feature was operational from January 2020 through March 15, 2024, and functioned by automatically deducting 30 minutes from each employee's daily recorded hours regardless of whether the employee actually clocked out for and took a meal break. Plaintiff will characterize this auto-deduction as a de facto policy of failing to compensate employees for meal periods worked, and will argue that this constitutes common proof of a class-wide violation because every non-exempt hourly employee at the Fontana Plant was subject to the same automatic deduction during the relevant period.
Second, Plaintiff will contend that Vantage's ApexTime rounding policy — which rounds employee clock-in and clock-out times to the nearest six-minute (0.1-hour) increment — systematically shaved compensable time from employees' recorded hours. Plaintiff will argue that this rounding practice, applied uniformly to all non-exempt hourly employees, constitutes an additional basis for class-wide liability.
Third, Plaintiff will likely present the testimony and expert analysis of Dr. Anita Bhargava of Lakeshore Economic Consulting Group, located in Berkeley, California. Dr. Bhargava is a well-known plaintiff-side damages expert who has submitted declarations in numerous California wage-and-hour class actions. We anticipate that Dr. Bhargava will present aggregate damages models based on the ApexTime 6.2 time-punch data, applying assumed violation rates across the entire class to generate class-wide damages figures. Plaintiff's Complaint estimates a 65% violation rate for meal periods and a 30% violation rate for rest periods, though it remains to be seen whether Dr. Bhargava's analysis will adopt these same percentages or revise them based on the actual time-punch data.
We note for the team's awareness that Plaintiff's counsel, Nakamura Lozano & Pratt LLP, is a prominent California plaintiff-side employment class action firm with a well-established track record. Victor Lozano and Michelle Tran have been lead counsel in several high-profile meal-and-rest-break class actions against manufacturing and logistics companies in California, including cases that have resulted in eight-figure settlements. Their litigation approach is typically aggressive, methodical, and supported by substantial expert resources. We should anticipate a well-prepared certification motion.
C. Named Plaintiff's Individual Claims
The named Plaintiff, Gloria Reyes, is a former Production Associate who worked on Trim Line B, second shift (2:00 PM to 10:30 PM), at the Fontana Plant located at 11780 Cherry Avenue, Fontana, CA 92337. Her employment dates were March 12, 2021 through January 19, 2025. At the time of her separation, her hourly wage was $22.75 per hour.
Reyes alleges that she was routinely required to remain at her workstation during scheduled meal periods due to production quotas and line demands on Trim Line B. She further alleges that her rest breaks were shortened or denied entirely during so-called "surge" periods — intervals of increased production volume during which overtime shifts were mandated. Finally, she alleges that Vantage's ApexTime system auto-deducted 30-minute meal periods from her daily hours regardless of whether she actually took her meal break, resulting in systematic underpayment for time worked. Reyes currently resides in Rancho Cucamonga, California.
As we discuss more fully in Section IV.B below, Reyes's individual work history — confined to a single production line and a single shift — raises significant typicality concerns that we intend to exploit in our opposition.
III. LEGAL STANDARD FOR CLASS CERTIFICATION IN CALIFORNIA
A. Cal. Code Civ. Proc. § 382
California Code of Civil Procedure section 382 authorizes class actions "when the question is one of a common or general interest, of many persons, or when the parties are numerous, and it is impracticable to bring them all before the court." The party seeking certification bears the burden of establishing: (1) the existence of an ascertainable class, defined by reference to objective criteria such that it is administratively feasible to determine who is and is not a member of the class; (2) a well-defined community of interest among the class members; and (3) that substantial benefits will result from certification, as compared to individual litigation or alternative dispute resolution mechanisms.
The community of interest requirement, which is the heart of the certification analysis, encompasses three interrelated factors: (1) predominance of common questions of law or fact over questions affecting only individual class members; (2) typicality of the class representative's claims or defenses relative to the claims or defenses of the class; and (3) adequacy of the class representative and class counsel to fairly and vigorously prosecute the interests of the class.
Of these three factors, predominance is typically the most contested element in California wage-and-hour class actions, and it is the factor on which we expect to focus the bulk of our opposition.
B. *Brinker Restaurant Corp. v. Superior Court* (2012) 53 Cal.4th 1004
The California Supreme Court's decision in Brinker is the controlling authority on the substantive meal-and-rest-break obligations that underlie Plaintiff's claims, and it has critical implications for class certification in cases of this nature. In Brinker, the Court clarified the scope of an employer's obligation under Labor Code section 512, holding that an employer satisfies its duty by "providing" meal periods — that is, by making meal periods available and relieving employees of all duty for the required duration. The employer is not required to ensure that employees actually take their meal breaks or to "police" employee compliance with the meal period requirement.
Critically, however, the Court also held that an employer may not "impede or discourage" employees from taking meal periods or "coerce" employees into forgoing their meal breaks. This limitation means that where a plaintiff alleges not merely that breaks were missed, but that the employer's practices actively prevented or discouraged breaks, the inquiry may take on a more systemic character.
The implications for class certification are significant. Where an employer maintains a policy that facially complies with the meal period requirements articulated in Brinker — that is, a written policy that provides for meal periods of the requisite length at the requisite intervals — the question of whether individual employees actually missed their breaks, and why, becomes an inherently individualized inquiry. A facially compliant policy shifts the focus away from common proof and toward the specific circumstances of each employee's work experience: Did this employee actually miss a break? Was the employee prevented from taking the break by a supervisor? Was the employee's decision not to take the break voluntary? These are questions that cannot be answered on a class-wide basis through common proof, and they are the types of individualized inquiries that defeat predominance.
C. Burden of Proof
It bears emphasis that the burden of proof on class certification rests squarely with the Plaintiff. It is the Plaintiff's obligation to affirmatively demonstrate that common issues of law or fact predominate over individual issues, that the named representative's claims are typical of the class, and that the named representative is an adequate representative. The defendant is not required to prove that individual issues predominate; rather, the defendant need only identify individualized issues sufficient to cast doubt on the Plaintiff's showing of predominance.
The trial court is required to conduct a "rigorous analysis" of the certification requirements and may — indeed, must — "look behind the pleadings" to evaluate the merits of the claims insofar as they bear on the predominance inquiry. This does not mean that the court resolves the merits at the certification stage, but it does mean that the court is not required to accept the Plaintiff's allegations at face value. The court may consider evidence submitted by both sides, including expert declarations, to determine whether the Plaintiff has met the certification burden.
Certification may be denied where the evidence demonstrates that individualized proof would be required to establish liability for a significant portion of the class, even if some common issues exist. The existence of a common policy does not automatically satisfy predominance if the application and impact of that policy varied significantly across the class.
D. Additional Relevant Authority
Several additional California Supreme Court decisions will inform our opposition:
_Duran v. U.S. Bank National Assn._ (2014) 59 Cal.4th 1. In Duran, the Supreme Court addressed the manageability requirement for class certification and the limitations on the use of statistical sampling to establish liability. The Court held that a trial plan relying on testimony from a small sample of class members to establish class-wide liability was inadequate, and that the trial court erred in extrapolating liability findings from a non-representative sample to the entire class. Duran requires courts to evaluate, at the certification stage, whether a viable trial plan exists that can manage the adjudication of class-wide issues without unfairly depriving the defendant of its due process right to present individualized defenses. As we discuss in Section IV.E below, Duran's manageability requirements pose significant obstacles to Plaintiff's proposed class.
_Donohue v. AMN Services, LLC_ (2021) 11 Cal.5th 58. In Donohue, the Supreme Court addressed the legality of employer time-rounding policies in the context of meal period records. The Court held that rounding is not permitted for meal period time records and that, more broadly, a rounding policy that results in a systematic net underpayment to employees may be unlawful. However, the Court's analysis necessarily depends on the actual impact of the rounding policy on each individual employee's compensation. Whether a particular rounding practice resulted in a net gain or net loss for any given employee requires employee-specific time-record analysis — an inherently individualized exercise that weighs against class treatment of rounding-based claims.
_Ferra v. Loews Hollywood Hotel, LLC_ (2021) 11 Cal.5th 858. In Ferra, the Supreme Court held that the premium pay owed for missed meal and rest breaks under Labor Code section 226.7 must be calculated at the employee's "regular rate of pay" (which includes non-discretionary bonuses and other remuneration), not merely the employee's base hourly rate. Ferra is relevant to the damages methodology in this case because it means that the premium pay calculation for each class member may differ based on the employee's individual compensation structure, including any applicable shift differentials, non-discretionary bonuses, or overtime premiums.
IV. CORE ARGUMENTS AGAINST CLASS CERTIFICATION
A. Argument 1: Individualized Inquiries Predominate — Variations by Production Line, Shift, and Supervisor
The fundamental deficiency in Plaintiff's class certification theory is that it assumes a uniformity of experience among Vantage's non-exempt hourly workforce that simply does not exist. The Fontana Plant is a complex manufacturing operation with significant operational variation across production lines, shifts, and supervisory practices. These variations make it impossible to adjudicate the meal-and-rest-break claims of all putative class members through common proof. Each employee's experience was shaped by the specific production line on which they worked, the shift to which they were assigned, the supervisors who oversaw their work, the frequency and duration of overtime and surge periods on their particular line, and their own individual decisions regarding break-taking. These factors vary dramatically across the proposed class, and they render individualized inquiries — not common proof — the dominant feature of this litigation.
1. Production Line Variability
The Fontana Plant operates six distinct production lines: Body Line A, Body Line B, Trim Line A, Trim Line B, Paint, and Final Assembly/Quality Control. Each of these production lines has fundamentally different workflow characteristics, cycle times, staffing levels, and supervisor oversight structures. The differences are not marginal; they are structural and pervasive, and they bear directly on the meal-and-rest-break experience of the employees who work on each line.
For example, the Paint line involves coating and curing processes that create scheduled downtime intervals during which employees are not actively engaged in production tasks. During cure cycles, which typically last between 15 and 45 minutes depending on the specific coating application, Paint line employees have natural break points that are built into the production process itself. By contrast, the Trim Lines (A and B) and the Final Assembly/QC line involve continuous assembly tasks with shorter cycle times and less natural downtime. Employees on these lines are engaged in sequential, interdependent operations where the pace of work is dictated by the flow of units through the line.
These structural differences in workflow have direct implications for meal and rest break compliance. Employees on the Paint line may have had consistently different break experiences than employees on Trim Line B (where the named Plaintiff, Gloria Reyes, worked) or on Final Assembly/QC. Determining whether an employee was "provided" a compliant meal break — or whether the employee was "impeded" or "Discouraged" from taking a break — requires an understanding of the specific operational realities of the production line on which that employee worked.
Moreover, supervisor discretion in scheduling and authorizing breaks varies substantially across the six production lines. Each line is overseen by a different set of supervisors, and supervisory practices are influenced by the operational demands of the specific line. Supervisor training materials, which were last updated in September 2023, provide general guidance on meal and rest break requirements under California law, but they do not mandate identical break-scheduling practices across all six lines. The training materials appropriately leave room for supervisors to exercise judgment in scheduling breaks around production demands, provided that breaks are made available within the required timeframes. This means that break-scheduling practices differ from line to line and from supervisor to supervisor — a reality that forecloses class-wide adjudication.
In sum, proof of liability in this case will require a line-by-line, supervisor-by-supervisor inquiry into whether breaks were actually provided, impeded, or discouraged. This is a quintessentially individualized exercise that is incompatible with class treatment.
2. Shift Variability
The Fontana Plant operates two production shifts:
•  First Shift: 5:00 AM to 1:30 PM, with a 30-minute unpaid meal period scheduled at approximately 9:00 AM.
•  Second Shift: 2:00 PM to 10:30 PM, with a 30-minute unpaid meal period scheduled at approximately 6:00 PM.
These two shifts have different staffing levels, different supervisory assignments, and different production demands. First-shift employees and second-shift employees may have had materially different break experiences, even if they worked on the same production line, because of differences in staffing ratios, production volume, and supervisory oversight during their respective shifts.
In addition, overtime and "surge" shifts — periods during which production schedules are extended to meet increased demand — add a further layer of variability. During surge periods, shifts are frequently extended to 12 hours (5:00 AM to 5:30 PM for the first shift; 2:00 PM to 2:30 AM for the second shift). These extended shifts trigger entitlement to a second 30-minute meal period under Labor Code section 512(a) and a third 10-minute rest break under applicable IWC Wage Orders. Whether and how frequently any particular employee worked overtime or surge shifts is an individual inquiry. The frequency and duration of surge periods varies by production line and by season — certain lines experience more surge activity than others, and surge periods tend to cluster around specific times of the year depending on client delivery schedules and production cycles.
Named Plaintiff Gloria Reyes worked exclusively on the second shift. Her experience on the second shift, with its particular supervisors, production demands, and break-scheduling practices, cannot serve as a proxy for the experiences of first-shift employees, who worked under different conditions. This fundamental mismatch between Reyes's individual experience and the experience of a substantial portion of the class underscores the individualized nature of the claims and weighs heavily against predominance.
3. Supervisor Practices
Approximately 120 exempt salaried and management employees at the Fontana Plant oversee the non-exempt hourly workforce. These supervisors are distributed across the six production lines and two shifts, and they exercise varying degrees of flexibility and discretion in scheduling and authorizing employee breaks.
The evidence will show that different supervisors adopted different approaches to break scheduling, reflecting both the operational realities of their respective production lines and their individual management styles. Some supervisors were more flexible in allowing employees to take breaks at times that suited the employees' preferences, while others adhered more rigidly to scheduled break times due to production quotas or line demands. Some supervisors may have actively encouraged employees to take their full meal and rest breaks, while others — though not necessarily in violation of company policy — may have placed greater emphasis on maintaining production throughput.
These variations in supervisory practice are directly relevant to the liability inquiry. Under Brinker, the question is not merely whether the employer had a compliant policy, but whether, in practice, employees were actually provided with the opportunity to take their breaks. Answering that question requires individualized testimony from supervisors and employees regarding the specific break-scheduling practices on each production line and each shift. A class-wide adjudication that lumps together the break experiences of employees supervised by 120 different managers across six production lines and two shifts would be neither practicable nor fair.
B. Argument 2: Named Plaintiff Gloria Reyes Is Atypical and Inadequate as a Class Representative
1. Atypicality.  Reyes's claims are not typical of the claims of the proposed class as a whole. As noted above, Reyes worked on a single production line — Trim Line B — out of the six production lines at the Fontana Plant. She worked on a single shift — the second shift — out of the two shifts. Her employment spanned from March 12, 2021 through January 19, 2025, meaning she was employed during the period when the ApexTime auto-deduction was in effect (through March 15, 2024) and for approximately ten months after its discontinuation. However, she cannot speak to conditions on other production lines, other shifts, or during periods when she was not employed.
Reyes's specific allegations — that she was routinely required to remain at her workstation during meal periods due to production quotas on Trim Line B, and that her rest breaks were shortened or denied during surge periods — are rooted in the particular operational characteristics and supervisory practices of Trim Line B on the second shift. These allegations may not be shared by employees on production lines with fundamentally different workflow characteristics. For example, employees on the Paint line, who benefit from natural downtime during cure cycles, may have had consistently different break experiences than employees on Trim Line B. Similarly, employees on Body Line A may have worked under different supervisors with different break-scheduling practices.
A class representative whose claims arise from the specific conditions of one production line and one shift cannot adequately represent the interests of employees whose claims — if any — arise from different conditions on different lines and shifts. The typicality requirement demands more than a showing that the named plaintiff asserts the same general types of claims as the class; it requires that the named plaintiff's specific factual allegations be sufficiently representative of the class as a whole. Reyes fails this test.
2. Unique Defenses Applicable to Reyes
In addition to the typicality concerns described above, Reyes is subject to unique defenses that could become the focus of the litigation and distract from the class-wide issues, further undermining her adequacy as a class representative.
First, we should investigate during discovery whether Reyes signed a voluntary meal period waiver at any point during her employment. Under Labor Code section 512(a), employees working shifts of more than ten hours but not more than twelve hours may execute a written waiver of their second meal period. If Reyes signed such a waiver during any of the surge periods she references in her Complaint, that waiver could constitute a complete defense to her individual claim with respect to the second meal period on those particular shifts.
Second, we should investigate whether the supervisors on Trim Line B, second shift, had unique break-scheduling practices that were not shared by supervisors on other lines. If Reyes's break deprivation was attributable to the specific conduct of particular supervisors on Trim Line B rather than a plant-wide policy, her claims would be uniquely vulnerable to a defense that the violations she experienced were aberrational rather than representative.
Third, Reyes's separation from employment in January 2025 raises potential issues of motive and credibility that are unique to her individual claims. The circumstances of her departure — including whether she resigned, was terminated, or left for other reasons — may bear on her credibility as a witness and her motivations for pursuing this litigation. These issues could become the focus of the defense's trial presentation with respect to Reyes individually, creating the type of intra-class conflict that courts have recognized as grounds for denying certification.
C. Argument 3: The Auto-Deduction Policy discontinuation on March 15, 2024 Creates Two Distinct Sub-Periods Requiring Different Analyses
The most significant structural flaw in Plaintiff's class certification theory is that the proposed class period spans two fundamentally different sub-periods, during which the factual and legal bases for the meal-and-rest-break claims differ materially. The dividing line is March 15, 2024 — the date on which Vantage discontinued the automatic 30-minute meal period deduction in ApexTime 6.2 and implemented a manual clock-out/clock-in requirement for meal periods. This bifurcation of the class period undermines the commonality and predominance of Plaintiff's claims and renders the proposed class unmanageable.
1. Pre-discontinuation Period (August 4, 2021 – March 15, 2024)
During the pre-discontinuation period, the automatic 30-minute meal period deduction in ApexTime 6.2 was in effect. Every non-exempt hourly employee at the Fontana Plant was subject to the same auto-deduction. We acknowledge that the auto-deduction is the strongest element of Plaintiff's case, as it could be characterized as a uniform, facially noncompliant policy that affected all class members equally. Plaintiff will argue that the auto-deduction is the quintessential "common proof" — a single policy applied to all employees — that satisfies predominance.
However, the auto-deduction's impact on individual employees was far from uniform. Employees who actually took their full 30-minute meal break — who physically left their workstations, ceased all work duties, and returned after 30 minutes — suffered no injury from the auto-deduction. For these employees, the auto-deduction accurately reflected reality: they took a 30-minute break, and 30 minutes was deducted from their recorded hours. The auto-deduction caused harm only to those employees who worked through all or part of the meal period and had time deducted that they actually worked.
Determining which employees fall into each category — those who took their breaks and those who did not — requires an employee-by-employee review. The auto-deduction itself does not tell us whether any particular employee actually missed a meal break; it tells us only that 30 minutes was deducted regardless. To establish liability, Plaintiff must prove not just that the deduction was automatic, but that it resulted in actual harm to specific employees on specific days. That is an individualized inquiry, even in the pre-discontinuation period.
2. Post-discontinuation Period (March 15, 2024 – Present)
Effective March 15, 2024, following an internal HR audit conducted by Sandra Olsen, VP of Human Resources, which culminated in a February 8, 2024 internal audit memo identifying the auto-deduction as a compliance risk, Vantage implemented a comprehensive corrective action. Marcus Gutierrez, Fontana Plant Manager, issued a corrective action memo dated March 10, 2024, directing that the ApexTime system be reconfigured to require manual clock-out and clock-in for all meal periods. The configuration change was completed and became effective on March 15, 2024.
After March 15, 2024, the auto-deduction no longer existed. Any claim of missed meal breaks during the post-discontinuation period cannot rest on a uniform auto-deduction policy; it must instead be based on individualized evidence that a particular employee, on a particular day, was not provided a compliant meal break. The post-discontinuation period is, by definition, governed by individualized factual inquiries rather than common proof. This is precisely the type of claim that the Brinker framework holds is unsuitable for class treatment.
The existence of these two fundamentally different sub-periods — one potentially governed by a common policy (the auto-deduction) and one governed entirely by individualized facts — fatally undermines Plaintiff's theory that a single class can be certified for the entire class period. At a minimum, the post-March 15, 2024 period should be excluded from any certified class.
3. Remedial Measures as Evidence of Good Faith
Vantage's voluntary and proactive discontinuation of the auto-deduction further undermines Plaintiff's class certification theory. The corrective action demonstrates Vantage's good-faith commitment to complying with California's meal-and-rest-break requirements under Labor Code section 512 and applicable IWC Wage Orders. The company identified the compliance risk through its own internal audit process, acted promptly to implement a corrective measure, and reconfigured its timekeeping system to require manual clock-out/clock-in — all before any litigation was filed.
Moreover, the Employee Handbook for the Fontana Plant, revised in June 2022, includes Section 4.3 (Meal & Rest Break Policy), which articulates a meal and rest break policy that facially complies with California law. The Handbook provides for 30-minute unpaid meal periods and paid 10-minute rest breaks at the intervals required by law. The existence of a compliant written policy, combined with the proactive corrective action, supports the inference that Vantage did not maintain a uniform practice of denying employees their meal and rest breaks — and that any break violations that occurred were the product of individualized circumstances rather than a class-wide policy.
We will argue that Vantage's remediation weighs against a finding that a common, unlawful policy persisted throughout the proposed class period. The remediation effectively bifurcates the class period and demonstrates that whatever compliance issues may have existed during the auto-deduction period were addressed and corrected, undermining the narrative of a persistent, ongoing violation that Plaintiff needs to sustain her class certification theory.
D. Argument 4: Statistical Evidence Will Demonstrate Substantial Compliance — Dr. Kenneth Proulx's Expected Analysis
1. Expert Retention
The defense has retained Dr. Kenneth Proulx, Ph.D., a specialist in statistics and econometrics, of Veltrano Analytics LLC, located at 155 South Lake Avenue, Suite 800, Pasadena, CA 91101, as the defense's testifying statistical expert. Dr. Proulx holds a Ph.D. in Economics with a concentration in Econometrics from the University of Chicago and has extensive experience in analyzing large-scale employment datasets in the context of wage-and-hour class actions. He has been qualified as an expert in statistics and econometrics in California Superior Courts and federal courts throughout the Ninth Circuit.
Dr. Proulx's engagement encompasses several discrete analytical tasks: (1) comprehensive statistical analysis of the ApexTime 6.2 time-punch dataset for all approximately 3,550 putative class members across the entire class period; (2) analysis of meal and rest break compliance variability by production line, shift, and time period (pre- and post-March 15, 2024); (3) analysis of the net impact of the rounding policy on employee compensation; and (4) rebuttal of the methodology and conclusions of Plaintiff's expert, Dr. Anita Bhargava.
2. Expected Findings
Our preliminary review of available time records, conducted in conjunction with Dr. Proulx's initial assessment, indicates that a significant percentage of employees at the Fontana Plant consistently clocked out for and back in from meal periods throughout the class period. This preliminary observation suggests that many employees regularly took their full 30-minute meal breaks, and that the auto-deduction — for these employees — accurately reflected their actual break-taking behavior.
Dr. Proulx will conduct a comprehensive analysis of the frequency and duration of meal and rest break deviations across all six production lines, both shifts, and the two sub-periods (pre- and post-March 15, 2024). We expect Dr. Proulx's analysis to demonstrate wide variability in break patterns across production lines and between shifts. For example, we anticipate that the Paint line will show significantly higher break compliance rates than the Trim Lines or Final Assembly/QC, reflecting the natural downtime inherent in the painting and curing process. Similarly, we expect to see differences in break compliance between the first and second shifts, and a marked improvement in compliance metrics after March 15, 2024, when the manual clock-out/clock-in system was implemented.
This variability is critical to our predominance argument. If break compliance rates vary significantly across production lines and shifts, it means that the break experience of employees on one line or one shift cannot be presumed to be representative of the break experience of employees on other lines or shifts. Class-wide adjudication based on an assumed uniform violation rate would be unreliable and misleading.
Dr. Proulx will also analyze the net impact of the ApexTime rounding policy (rounding to the nearest six-minute/0.1-hour increment) to determine whether the rounding practice systematically favored the employer or was neutral in the aggregate. Under Donohue v. AMN Services, LLC (2021) 11 Cal.5th 58, a rounding policy that results in systematic net underpayment may be unlawful. However, a policy that is neutral in the aggregate — that is, one where the rounding results in approximately equal gains and losses for employees over time — may be defensible. Dr. Proulx's analysis will examine the rounding impact on an employee-by-employee basis and in the aggregate, providing evidence to support the defense on this element of Plaintiff's claims.
3. Rebuttal of Dr. Anita Bhargava's Expected Damages Model
We anticipate that Plaintiff's expert, Dr. Anita Bhargava of Lakeshore Economic Consulting Group in Berkeley, California, will submit a declaration in support of the certification motion presenting an aggregate damages model and a proposed class-wide methodology. Based on our experience with Dr. Bhargava's work in other cases and the violation rates assumed in Plaintiff's Complaint (65% meal period violation rate and 30% rest period violation rate), we expect Dr. Bhargava's model to apply uniform or near-uniform violation rates across the entire class to generate aggregate damages figures.
Dr. Proulx will prepare a detailed rebuttal of Dr. Bhargava's methodology. The core of the rebuttal will be that aggregate assumptions — particularly assumed uniform violation rates — mask enormous individual variation in break compliance across production lines, shifts, and time periods. Dr. Proulx will demonstrate, through the actual time-punch data, that the assumed violation rates significantly overstate the incidence of missed breaks for employees on certain production lines (e.g., Paint) while potentially understating the incidence for employees on other lines (e.g., Trim Line B). This variability renders any class-wide damages model unreliable and inadmissible, and it confirms that the claims cannot be adjudicated on a class-wide basis without individualized inquiry into each employee's actual break experience.
The rebuttal will also address the methodological soundness of Dr. Bhargava's model, including whether the model accounts for employees who voluntarily chose not to take breaks (as distinct from employees who were prevented from taking breaks), employees who signed voluntary meal period waivers, and the structural differences between the pre- and post-March 15, 2024 periods.
E. Argument 5: Manageability Concerns
1. Scale and Heterogeneity
The proposed class encompasses approximately 3,550 members — approximately 1,450 current employees and approximately 2,100 former employees — spread across a four-year class period, six production lines, two shifts, and varying overtime and surge schedules. The heterogeneity of this proposed class is striking. Class members include employees who worked on entirely different production lines with different workflow characteristics, employees who worked on different shifts with different supervisors, employees who worked varying amounts of overtime, and employees whose tenures at the Fontana Plant ranged from a few weeks to multiple years.
The annual workforce turnover rate at the Fontana Plant during the class period has been approximately 38%, meaning that the composition of the non-exempt hourly workforce changed significantly from year to year. This fluidity means that identifying all class members and determining their respective periods of employment, production line assignments, shift assignments, overtime history, and break experiences requires extensive individualized record review. The administrative burden of managing a class of this size and heterogeneity is substantial and weighs against certification.
Furthermore, each class member's damages would need to be calculated on an individual basis, taking into account the employee's specific workdays, hours worked, shift assignments, overtime periods, regular rate of pay (including any applicable shift differentials and non-discretionary bonuses under Ferra), and whether and to what extent the employee actually missed meal or rest breaks on particular days. A class-wide damages model that applies assumed uniform violation rates cannot substitute for this individualized calculation.
2. Trial Plan Deficiencies Under *Duran*
Under Duran v. U.S. Bank National Assn. (2014) 59 Cal.4th 1, the trial court must evaluate, at the certification stage, whether a manageable trial plan exists. The Duran Court emphasized that due process requires that the defendant have the opportunity to present individualized defenses and that the trial plan not rely on statistical sampling or extrapolation to establish liability for class members who did not individually testify.
Plaintiff cannot rely on statistical sampling to establish liability on a class-wide basis in this case. The variation in break compliance across production lines, shifts, supervisors, and the two sub-periods means that a sample of employees drawn from one production line or one shift would not be representative of the experiences of employees on other lines or shifts. Any attempt to extrapolate liability findings from a non-representative sample to the entire class would run afoul of Duran's due process requirements.
Similarly, Plaintiff cannot present a manageable trial plan that accounts for the line-by-line, shift-by-shift, and period-by-period variation in break compliance. A trial of this class would devolve into thousands of mini-trials — each focused on the specific break experience of an individual employee on a specific production line, during a specific shift, under a specific supervisor, on specific dates. This is not a trial plan; it is an unmanageable aggregation of individual claims.
3. Superiority of Individual Claims / PAGA
We note that Plaintiff's PAGA claims under Labor Code section 2698 et seq. are representative by statute and are not subject to the class certification requirements of Code of Civil Procedure section 382. The PAGA claims will proceed regardless of whether the class is certified. This means that Plaintiff already has a viable vehicle for obtaining relief on behalf of herself and other aggrieved employees, and that the incremental benefit of class certification — particularly in light of the manageability concerns identified above — is diminished.
We will argue that individual actions or a PAGA-only framework is superior to class treatment given the inherently individualized nature of the meal-and-rest-break claims. The PAGA framework permits the recovery of penalties on behalf of all aggrieved employees without requiring the court to adjudicate the specific meal-and-rest-break experience of each individual class member, and it provides a more efficient and manageable mechanism for resolving the claims at issue.
In the alternative, if the court is inclined to certify some form of class, we will argue for narrowing the class definition or creating subclasses that would be more manageable. Possible modifications include: (a) limiting the class to the pre-March 15, 2024 period, when the auto-deduction was in effect, and excluding the post-discontinuation period; (b) creating separate subclasses for each production line, to account for line-specific variations in break compliance; or (c) limiting the class to employees on specific production lines where the evidence of systematic break violations is strongest, rather than certifying a plant-wide class. These modifications would not resolve all of the manageability concerns identified above, but they would mitigate the most severe problems and may be more palatable to the court than outright denial of certification.
V. AFFIRMATIVE DEFENSES RELEVANT TO CLASS CERTIFICATION
The following affirmative defenses are relevant to the class certification analysis, either because they support the predominance argument (by introducing additional individualized inquiries) or because they bear on the merits in ways that affect the certification calculus.
A. Good-Faith Compliance / Written Policy Defense
The Employee Handbook for the Fontana Plant, revised in June 2022, includes Section 4.3 (Meal & Rest Break Policy), which articulates a meal and rest break policy that facially complies with Labor Code sections 226.7 and 512. The policy provides for 30-minute unpaid meal periods at the intervals required by law and for paid 10-minute rest breaks at the required intervals. The policy was disseminated to all non-exempt hourly employees and is acknowledged in writing by employees upon hire and upon each revision.
Under Brinker, if an employer maintains a written policy that complies with the meal-and-rest-break requirements, the focus of the inquiry shifts from the policy itself to the implementation of the policy — i.e., whether individual employees were actually provided with compliant breaks. This shift transforms the case from one potentially amenable to class treatment (challenging a facially noncompliant policy) to one that is inherently individualized (requiring proof that specific employees were denied breaks on specific occasions). The existence of Vantage's compliant written policy is therefore directly relevant to the predominance analysis and supports our argument that individualized inquiries dominate.
B. Voluntary Meal Period Waivers
Under Labor Code section 512(a), employees who work shifts exceeding ten hours but not exceeding twelve hours may execute a written waiver of their second 30-minute meal period, provided that the first meal period was not waived. During the class period, some Fontana Plant employees may have executed such waivers in connection with overtime and surge shifts.
Discovery will be required to determine how many employees signed voluntary meal period waivers, for which shifts, and during which time periods. Employees who signed waivers may not be able to assert claims for missed second meal periods during the shifts covered by the waiver. Whether a particular employee signed a waiver, and whether the waiver was valid, is an inherently individualized inquiry. The existence of meal period waivers introduces an additional layer of individualized issues that further undermines predominance.
C. Statute of Limitations Variations
The proposed class encompasses claims subject to varying statutes of limitations. Labor Code claims (meal period violations, rest period violations, wage statement penalties, and waiting time penalties) are subject to a three-year statute of limitations. UCL claims under Business and Professions Code section 17200 are subject to a four-year statute of limitations. PAGA claims are subject to a one-year lookback period from the date of the PAGA notice.
Because class members have different periods of employment — some spanning the entire class period, others limited to shorter intervals — the statute of limitations analysis will differ from employee to employee. Former employees whose employment ended more than three years (or four years, for UCL claims) before the filing of the Complaint may have claims that are partially or fully time-barred. Determining which employees have viable claims for which time periods requires individualized analysis.
D. Neutral Rounding Policy
Vantage's ApexTime system rounds employee clock-in and clock-out times to the nearest six-minute (0.1-hour) increment. This rounding policy is facially neutral — it rounds both up and down to the nearest increment, and there is no structural bias in the rounding that systematically favors the employer over the employee.
Whether the rounding policy resulted in a net gain or a net loss for any particular employee requires individualized time-record analysis. As noted above, Dr. Proulx will conduct this analysis for the class as a whole and on an employee-by-employee basis. Under Donohue v. AMN Services, LLC (2021) 11 Cal.5th 58, rounding policies that result in systematic underpayment may be unlawful, but the key word is "systematic" — the analysis requires a comprehensive review of each employee's actual time records to determine the net effect of rounding on that employee's compensation. This inherently employee-specific analysis weighs against class treatment of the rounding-based claims.
VI. KEY DISCOVERY TO DEVELOP BEFORE BRIEFING
The following discovery items must be completed or substantially advanced before the opposition brief is finalized. We have organized these items by category and have identified responsible team members and approximate timelines where possible.
A. Time Record Data from ApexTime 6.2
The single most important dataset for the opposition is the complete time-punch record from ApexTime 6.2 for all putative class members — approximately 3,550 individuals — for the entire class period (August 4, 2021 to present). This dataset is the foundation for Dr. Proulx's statistical analysis and will be critical to demonstrating the variability in break compliance across production lines, shifts, and time periods.
The data fields needed include, at a minimum: employee ID, date, clock-in time, clock-out time, meal break clock-out time, meal break clock-in time, auto-deduction flags (indicating whether the 30-minute deduction was applied automatically or based on manual clock-out/clock-in), rounding adjustments (showing the actual clock time and the rounded time for each punch), production line assignment, and shift assignment. Additional fields that may be useful include overtime authorization flags, supervisor ID, and any exception or override codes applied to individual time records.
The data is maintained by Apex Workforce Solutions, Inc., the third-party timekeeping vendor, located at 8500 Shoal Creek Boulevard, Suite 200, Austin, TX 78757. We will need to coordinate with Apex, through Vantage's General Counsel Priya Nandakumar, to preserve the data and produce it in an analyzable electronic format (preferably a structured database export in CSV or similar format, rather than PDF images of timesheets). Devon Archer should initiate this coordination in September 2025.
B. Employee Declarations / Deposition Testimony
To rebut Plaintiff's narrative that meal and rest breaks were uniformly denied across the Fontana Plant, we will need declarations and/or deposition testimony from employees and supervisors on each production line and each shift who can testify to compliant break-taking practices. Specifically:
•  Identify current or former employees from each of the six production lines and both shifts who consistently took compliant meal and rest breaks during the class period. These employees can provide testimony that contradicts Plaintiff's assertion of a uniform violation.
•  Identify supervisors on each of the six production lines who can testify regarding their break-scheduling practices, including how breaks were scheduled around production demands, whether employees were given the opportunity to take their full breaks, and whether any employees voluntarily chose not to take breaks.
•  Depose Marcus Gutierrez, Fontana Plant Manager, regarding plant-wide policies and practices, the scope of supervisor discretion in scheduling breaks, and the operational differences between production lines.
•  Depose Sandra Olsen, VP of Human Resources, regarding the February 8, 2024 internal HR audit memo that identified the auto-deduction compliance risk, the March 10, 2024 corrective action memo directing the transition to manual clock-out/clock-in, and the implementation timeline for the corrective action.
C. Production Schedules and Overtime Logs
We should obtain shift schedules and overtime authorization logs for the entire class period to demonstrate the variability in shift lengths, overtime frequency, and surge period timing across production lines. This data will support Dr. Proulx's analysis and our arguments regarding the heterogeneity of the class. Production schedules will also help us identify which employees worked overtime or surge shifts (triggering second meal period and third rest break entitlements) and how frequently, further demonstrating the individualized nature of the claims.
D. Employee Handbook and Training Materials
We should produce the following documents to establish that Vantage maintained and disseminated a compliant written policy throughout the class period:
•  The Employee Handbook for the Fontana Plant, revised June 2022, including Section 4.3 (Meal & Rest Break Policy), which articulates the meal and rest break requirements under California law and Vantage's commitment to providing compliant breaks.
•  The supervisor training materials on meal and rest break compliance, last updated in September 2023, which provide guidance to supervisors on scheduling breaks, responding to employee requests regarding breaks, and documenting any break deviations.
•  Any earlier versions of the Handbook or training materials that were in effect during the class period but have since been superseded.
These documents support the good-faith compliance defense and demonstrate that, at the policy level, Vantage provided for compliant breaks. Under Brinker, the existence of a facially compliant policy shifts the inquiry to individualized questions about implementation — a result that favors the defense on predominance.
E. Meal Period Waiver Records
We should collect and review all voluntary meal period waiver forms executed by employees during the class period. The waivers should be categorized by production line, shift, and time period to determine the scope and prevalence of meal period waivers across the class. This information will be used both to support the individualized-inquiry argument (the existence of waivers introduces another employee-specific variable) and to identify employees whose claims may be subject to a waiver defense.
F. ApexTime Configuration Records
We should obtain from Apex Workforce Solutions the system configuration records for ApexTime 6.2, showing: (1) the auto-deduction settings that were in effect from January 2020 through March 15, 2024, including the specific parameters of the auto-deduction (e.g., the duration of the automatic deduction, the triggering conditions, and any exceptions or override capabilities); (2) the configuration change implemented on March 15, 2024, switching from auto-deduction to manual clock-out/clock-in; and (3) the rounding settings (nearest six-minute increment) and any changes to those settings during the class period.
These records will establish the precise date and scope of the configuration change, confirm the operational parameters of the auto-deduction during the pre-discontinuation period, and provide the technical foundation for Dr. Proulx's analysis of the rounding policy's impact on employee compensation.
VII. EXPERT RETENTION AND DATA ANALYSIS TIMELINE
A. Dr. Kenneth Proulx — Veltrano Analytics LLC
As noted above, Dr. Kenneth Proulx of Veltrano Analytics LLC has been retained as the defense's testifying statistical expert. The engagement letter has been executed and the scope of his engagement includes: (1) statistical analysis of the ApexTime 6.2 time-punch data for all approximately 3,550 putative class members across the full class period; (2) analysis of meal and rest break compliance variability by production line, shift, and time period; (3) analysis of the net impact of the rounding policy on employee compensation; and (4) preparation of a rebuttal to the methodology and conclusions of Plaintiff's expert, Dr. Anita Bhargava. Dr. Proulx's billing address is 155 South Lake Avenue, Suite 800, Pasadena, CA 91101.
B. Proposed Timeline for Expert Work
The following table sets forth the proposed timeline for Dr. Proulx's expert work, coordinated with the broader discovery and briefing schedule:
This timeline is aggressive but achievable, provided that data collection from Apex Workforce Solutions proceeds without significant delays. Devon Archer will serve as the primary liaison between Dr. Proulx and the Calderwood & Harkness team, coordinating data transfers, reviewing preliminary analyses, and ensuring that Dr. Proulx's work product is aligned with the legal arguments outlined in this memorandum.
C. Rebuttal of Plaintiff's Expert
We anticipate that Dr. Anita Bhargava of Lakeshore Economic Consulting Group will submit a declaration in support of Plaintiff's class certification motion presenting aggregate damages calculations and a proposed class-wide methodology. Based on the violation rates assumed in Plaintiff's Complaint — a 65% meal period violation rate and a 30% rest period violation rate — we expect Dr. Bhargava to calculate aggregate damages by applying these assumed rates (or rates derived from the time-punch data) to the entire class.
Dr. Proulx will prepare a detailed rebuttal addressing the following issues:
•  The assumed violation rates do not account for the significant variability in break compliance across production lines, shifts, and time periods. Applying a uniform assumed rate to the entire class masks the fact that some segments of the class had high compliance rates while others may have had lower compliance rates. This variability renders a class-wide damages model unreliable.
•  The aggregate damages model does not distinguish between employees who voluntarily chose not to take breaks (and thus suffered no legally cognizable injury, given Vantage's compliant written policy) and employees who were prevented from taking breaks by supervisory practices or operational demands. Under Brinker, only the latter category gives rise to liability.
•  The model does not account for voluntary meal period waivers executed by employees on overtime and surge shifts, which would reduce t

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT WORK PRODUCT

PRELIMINARY OUTLINE AND ARGUMENT FRAMEWORK

I. PURPOSE AND OVERVIEW OF THIS MEMORANDUM

II. SUMMARY OF PLAINTIFF'S ANTICIPATED CLASS CERTIFICATION THEORY

III. LEGAL STANDARD FOR CLASS CERTIFICATION IN CALIFORNIA

IV. CORE ARGUMENTS AGAINST CLASS CERTIFICATION

V. AFFIRMATIVE DEFENSES RELEVANT TO CLASS CERTIFICATION

VI. KEY DISCOVERY TO DEVELOP BEFORE BRIEFING

VII. EXPERT RETENTION AND DATA ANALYSIS TIMELINE

Record

Parties

Dates

Amounts