1017-00004 · Entities. Aurelius Global Media Group · Class Certification

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CALDERWOOD & HARKNESS LLP

INTERNAL MEMORANDUM

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and/or the work product doctrine. It is intended solely for the use of the addressee and should not be disclosed to any third party without the express written consent of Calderwood & Harkness LLP.

TO: Renata Vasquez, Partner

FROM: Devon Archer, Senior Associate

DATE: March 20, 2023

RE: Class Certification Defense Strategy — Fuentes v. Aurelius Media Americas Inc., Lead Case No. 22STCV38214 (Consolidated), Los Angeles County Superior Court; C&H Matter No. 1017-00004

I. PURPOSE AND CONTEXT

This memorandum sets forth our recommended defense strategy for opposing class certification in Fuentes v. Aurelius Media Americas Inc. ("AMA"), Lead Case No. 22STCV38214 (Consolidated), currently pending before the Honorable Raymond Escobedo in Department 34 of the Los Angeles County Superior Court. Based on counsel's communications during the March 7, 2023 informal discovery conference and subsequent correspondence, Plaintiffs have indicated that they intend to file their motion for class certification on April 14, 2023. This memorandum is intended to provide a comprehensive framework for AMA's opposition, due June 16, 2023, with Plaintiffs' reply due July 7, 2023, and the hearing on the motion set for July 28, 2023.

The three named Plaintiffs — Marisol Fuentes, Derek Halloran, and Yesenia Padilla — are represented by Castellano Byrne & Salas LLP, with Marco Castellano and Diane Salas serving as lead class counsel, and by Veltrano Employment Law Group PC, with Sandra Higuera serving as PAGA co-counsel. Both firms are experienced in wage-and-hour class actions in the Los Angeles Superior Court and have successfully obtained class certification in several prior matters before judges in the same courthouse.

The putative class consists of approximately 1,850 current and former non-exempt, hourly employees of AMA who worked in California at any time from November 1, 2018 through the present. The class claims arise under the following statutes and regulatory provisions:

• California Labor Code § 226.7 (meal and rest period premiums)

• California Labor Code §§ 510, 512 (overtime and meal period requirements)

• California Labor Code §§ 1194, 1197, 1197.1, 1198 (minimum wage and overtime compensation)

• California Business & Professions Code § 17200 (Unfair Competition Law / UCL)

• IWC Wage Order 12 (Motion Picture Industry)

• Private Attorneys General Act ("PAGA"), California Labor Code §§ 2698–2699.8 (civil penalties for Labor Code violations)

The operative Second Amended Complaint alleges, in summary, that AMA maintained a systematic practice of denying its non-exempt employees compliant meal and rest periods, requiring off-the-clock work before and after shifts, failing to pay overtime compensation, and issuing inaccurate wage statements. Plaintiffs contend that AMA's use of an automatic meal period deduction in its timekeeping system — the TimeTrack Pro platform provided by NovaPay Solutions Inc. — is the centerpiece of a class-wide policy that uniformly denied employees their statutory meal period rights.

This memorandum addresses each element of the class certification analysis, evaluates the strengths and weaknesses of our anticipated arguments, provides a candid probability assessment, and sets forth specific strategic recommendations and action items for the opposition.

II. LEGAL FRAMEWORK — CALIFORNIA CLASS CERTIFICATION REQUIREMENTS

Class certification in California is governed by Code of Civil Procedure § 382 and California Rules of Court, Rule 3.764. Under this framework, the party seeking certification bears the burden of establishing that the proposed class action is proper. The trial court must examine the evidence and arguments presented by both sides and make an informed judgment as to whether the proposed class meets the applicable criteria. Sav-On Drug Stores, Inc. v. Superior Court (2004) 34 Cal.4th 319, 326–27.

California courts require the proponent of class certification to establish the following four requirements:

1. Ascertainability

The class must be defined with sufficient precision such that its members can be identified without unreasonable effort or the need for individualized fact-finding. The class definition must be based on objective characteristics and common transactional facts, rather than subjective criteria or state of mind. While the ascertainability requirement is not typically the most heavily contested element, it serves as a threshold gatekeeper ensuring that the class is manageable.

2. Community of Interest

The community of interest requirement encompasses three sub-elements, each of which must be satisfied:

a. Predominance of Common Questions. Common questions of law or fact must predominate over questions affecting only individual class members. This is the most critical and most heavily litigated element of the certification analysis in wage-and-hour cases. It requires the court to evaluate whether the issues that are common to the class — issues susceptible of class-wide proof — are more significant than the issues that require individualized determination. Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004, 1021–22. The Supreme Court has emphasized that predominance does not require that common questions be the only questions — merely that they predominate. However, when the resolution of liability as to each class member requires a separate, individualized inquiry, predominance is not established.

b. Typicality. The claims of the named plaintiffs must be reasonably co-extensive with those of the absent class members. The named plaintiffs' claims must arise from the same course of conduct and be based on the same legal theories as those of the class. Where the named plaintiffs' experiences are materially different from those of a substantial portion of the class, typicality is lacking. Sav-On, 34 Cal.4th at 326.

c. Adequacy of Representation. The named plaintiffs must be capable of fairly and adequately protecting the interests of the class as a whole. This element examines whether the named representatives have interests that are aligned with the class, whether they are subject to unique defenses that would distract from the prosecution of the class claims, and whether class counsel is experienced and competent. Adequacy also requires the absence of conflicts of interest between the named plaintiffs and the absent class members. Dailey v. Sears, Roebuck & Co. (2013) 214 Cal.App.4th 974, 987.

3. Superiority

The class action mechanism must be superior to other available methods for the fair and efficient adjudication of the controversy. This element requires the court to weigh the benefits of class-wide resolution against the costs and complexities, including manageability concerns. Where individualized issues predominate to such a degree that the class action would devolve into a series of individual mini-trials, the class device is not superior.

The key authorities governing the certification analysis in the meal-and-rest-break context include:

• Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004 — establishing the framework for analyzing meal period claims and clarifying that an employer's obligation is to provide a meal period, not to ensure it is taken.

• Sav-On Drug Stores, Inc. v. Superior Court (2004) 34 Cal.4th 319 — articulating the community of interest requirements and the court's gatekeeping role.

• Duran v. U.S. Bank Nat'l Ass'n (2014) 59 Cal.4th 1 — addressing the use of statistical evidence at the certification stage and the limits of trial by formula.

• Dailey v. Sears, Roebuck & Co. (2013) 214 Cal.App.4th 974 — discussing adequacy and intra-class conflicts.

With this framework in mind, we turn to the specific defense arguments available to AMA.

III. DEFENSE ARGUMENTS

A. Predominance — Individual Issues Predominate (Strongest Argument)

The predominance element represents our strongest line of attack on Plaintiffs' certification motion. The core thesis of our opposition is straightforward: AMA operates 14 distinct show units across 7 California production facilities, each with materially different scheduling practices, supervisory structures, operational profiles, and meal and rest break experiences — making class-wide determination of liability impossible.

The entertainment production environment is, by its very nature, heterogeneous. Unlike a retail chain where each store follows a standardized operating manual, a media production company runs multiple concurrent productions — each functioning as a semi-autonomous operational unit with its own production schedule, supervisory chain, logistical demands, and workplace culture. This structural reality permeates every claim in the complaint and renders each one unsuitable for class-wide adjudication.

1. Operational Variation Across Facilities and Show Units

AMA operates out of the following seven California production facilities, each serving a different functional role within the company's operations:

1. 8500 Sunset Blvd., Suite 1400, West Hollywood, CA 90069 — Corporate headquarters and primary post-production facility. This location houses executive offices, human resources, legal, finance, and multiple post-production editing suites. Employees at this facility include both administrative/corporate staff and post-production personnel (editors, assistant editors, graphics operators).

2. 4024 Penmark Strategy Partners Avenue, Studio City, CA 91604 (Stage A & B) — Dedicated unscripted programming facility with two sound stages. This facility produces studio-based unscripted shows with predictable production schedules during taping days but with significant variation during pre-production and post-production phases.

3. 15301 Ventura Blvd., Suite 300, Sherman Oaks, CA 91403 — Digital content division. This facility focuses on short-form digital and streaming content, with a hybrid studio/remote production model and variable schedules that depend on the type of content being produced (studio segments, field packages, remote interviews, etc.).

4. 3800 W. Alameda Ave., Burbank, CA 91505 — Live events and field production base. This facility serves as the operational hub for AMA's live events programming (concerts, award shows, live specials) and its field-based unscripted shows (including outdoor competition shows filmed on remote locations).

5. 1438 N. Gower Street, Hollywood, CA 90028 — Scripted development facility. This smaller facility houses the scripted development team, which operates on a fundamentally different cycle than production-phase operations, involving writers' rooms, casting sessions, and development meetings.

6. 2120 Colorado Avenue, Santa Monica, CA 90404 — E-commerce studio. This facility produces commercial and branded content in a controlled studio environment with relatively predictable schedules.

7. 888 N. Sepulveda Blvd., El Segundo, CA 90245 — Post-production annex. This secondary post-production facility handles overflow work from the West Hollywood headquarters and specializes in visual effects and color grading.

Across these seven facilities, AMA operates 14 distinct show units that fall under IWC Wage Order 12 (the Motion Picture Industry wage order). These show units present materially different working environments that directly bear on the merits of each of Plaintiffs' claims:

• Studio-based shows operate on controlled sets with predictable shooting schedules, typically running 8–10 hour days with reliable meal breaks that can be scheduled in advance and adhered to with relative consistency. Crew members on these shows work in an environment where production can be paused for a meal break without significant logistical complications.

• Field-based shows — most notably "Summit Challenge," an outdoor competition series filmed in remote locations — present an entirely different picture. These productions routinely involve extended 12–16 hour shoot days, with significant logistical challenges for scheduling meal and rest breaks in remote outdoor locations where catering and facilities may be limited. The timing of breaks on field-based productions is often dictated by environmental conditions (weather, natural light), participant availability, and the unpredictable rhythms of field shooting.

• Live events shows — including concert specials, award shows, and live broadcasts — are governed by unique scheduling constraints dictated by the timing of the live event itself. A live concert broadcast, for example, imposes rigid time constraints that cannot be adjusted to accommodate standard break schedules. The live events division operates on a fundamentally different rhythm than any other division.

• Post-production operations are office-based, with regular 8–10 hour schedules and standard meal and rest break practices. Post-production employees sit at editing workstations in climate-controlled office environments with break rooms and kitchens immediately available. Their work experience has virtually nothing in common with a segment coordinator on a field-based show or a production assistant at a live concert broadcast.

• Digital content production involves a hybrid studio/remote model with highly variable schedules depending on the specific content type. Some digital content shoots mirror studio-based productions; others involve small field crews operating with minimal oversight.

Within each of these production environments, different supervisors — principally Unit Production Managers ("UPMs") and Line Producers — exercise varying degrees of discretion over break scheduling. Some UPMs are rigorous about calling structured meal breaks at regular intervals; others allow more informal break practices that may vary from day to day based on production needs. These supervisory differences are not a function of AMA corporate policy (which uniformly requires compliance with meal and rest period obligations) but rather reflect the practical realities of managing different types of productions in different environments.

The central point is that each employee's meal and rest break experience depends on a constellation of individualized factors: the specific show unit to which the employee was assigned, the production schedule for that show on any given day, the supervisory practices of the UPM or Line Producer overseeing the production, whether the employee was working a shooting day or an office/prep day, and the employee's own individual actions (e.g., whether the employee chose to work through a provided break). None of these factors can be resolved on a class-wide basis.

2. Meal Period Claims — Auto-Deduction Is Not a Uniform Policy of Denying Breaks

We anticipate that the auto-deduction system will be the centerpiece of Plaintiffs' certification motion. The TimeTrack Pro system — provided and maintained by NovaPay Solutions Inc. — is configured to automatically deduct a 30-minute meal period for any shift of 6 hours or more. Plaintiffs will almost certainly argue that this auto-deduction creates a common question suitable for class-wide adjudication: namely, whether AMA's use of automatic meal period deductions systematically denied employees meal period premiums to which they were entitled under California Labor Code §§ 226.7 and 512.

Our response must reframe the auto-deduction issue. The auto-deduction is a timekeeping method — a means of recording time — not a substantive policy of denying meal breaks. The distinction is critical. Under Brinker, an employer's obligation with respect to meal periods is to "provide" them — that is, to make them available and to relieve the employee of all duty for a 30-minute period. 53 Cal.4th at 1040. The employer is not required to ensure that the employee actually takes the break; the employer is not a "policer" of meal breaks.

The auto-deduction system, standing alone, does not establish that AMA failed to provide compliant meal periods. When an employee actually takes a full, uninterrupted 30-minute meal break — as AMA's policy requires and as the evidence will show many employees routinely did — the auto-deduction accurately records that break, and no violation has occurred. The auto-deduction becomes relevant only when an employee did not actually take a compliant break and the system nevertheless deducted 30 minutes of break time, resulting in underpayment for the time actually worked. But determining which employees actually missed their meal breaks — and on which shifts — is an inherently individualized inquiry that cannot be resolved through common proof.

This is not a case like Brinker, where the employer maintained a facially noncompliant policy (e.g., a policy requiring employees to work through meal periods, or a policy failing to schedule any meal period at all). Here, AMA's written policy — documented in the Employee Handbook (revised April 2021) and in the Production Operations Manual — expressly requires compliance with all meal and rest period obligations under California law and IWC Wage Order 12. The policy instructs supervisors to schedule and provide timely meal periods and to authorize employees to take rest breaks. The auto-deduction is simply the mechanism by which compliant breaks are recorded in the payroll system. Whether the policy was followed in practice for each employee, on each shift, across 14 show units and 7 facilities over a four-year class period, is not a question susceptible of common proof.

3. Attestation Feature Split — Facility-Level Variation

The facility-level variation in the operation of the TimeTrack Pro system further undermines Plaintiffs' claim of uniformity. The TimeTrack Pro platform includes a "Missed Meal Attestation" feature that allows employees to electronically report that they missed, were late to, or were interrupted during a meal period. If an employee submits a missed meal attestation, the system generates an alert to the payroll department, which can then add the meal period premium to the employee's next paycheck.

However, this feature was activated at only four of seven AMA facilities:

• Facility 1 — West Hollywood (HQ & post-production)

• Facility 3 — Sherman Oaks (digital content)

• Facility 5 — Hollywood (scripted development)

• Facility 6 — Santa Monica (e-commerce studio)

The Missed Meal Attestation feature was not activated at the following three facilities:

• Facility 2 — Studio City (Stage A & B — unscripted)

• Facility 4 — Burbank (live events & field production)

• Facility 7 — El Segundo (post-production annex)

Employees at Facilities 2, 4, and 7 had no electronic mechanism to report missed or shortened meal periods through the timekeeping system. While these employees could, in theory, report missed breaks verbally to their supervisors or to HR, the absence of the electronic attestation feature means that there is no systematic digital record of missed break complaints at these three facilities.

This facility-level disparity is significant for the certification analysis in two respects. First, it demonstrates as a factual matter that conditions were not uniform across the putative class — employees at different facilities had materially different tools and mechanisms available to them for reporting and correcting meal period violations. A class-wide liability determination cannot account for this variation without delving into facility-specific evidence.

Second, the attestation data from the four facilities where the feature was active introduces an additional layer of individualized inquiry. Even at those facilities, usage rates of the Missed Meal Attestation feature were very low:

These low usage rates are susceptible to competing interpretations. AMA will argue that the low rates indicate that the vast majority of employees at these facilities actually took compliant meal breaks and therefore had nothing to report — a reasonable inference that supports the conclusion that AMA's meal period policies were, in practice, being followed. Plaintiffs will counter that the low usage rates reflect employee ignorance about the feature's existence or availability, or that employees were discouraged or intimidated from using it — an inference that would support a finding of systematic noncompliance.

The critical point is that resolving this inferential dispute requires the kind of individualized inquiry — employee by employee, shift by shift — that is incompatible with predominance. Whether each employee knew about the attestation feature, had access to it, chose not to use it because breaks were compliant, or failed to use it because of perceived discouragement, is an inherently individual question. This is precisely the type of issue the Supreme Court identified in Duran as defeating predominance: "Each employee's experience must be evaluated individually to determine liability." 59 Cal.4th at 36.

4. Rest Period Claims — Inherently Individualized

Plaintiffs' rest period claims present an even clearer case for denial of certification than the meal period claims. Unlike meal periods, rest periods are not tracked in the TimeTrack Pro system. This is consistent with standard industry practice — because rest periods are paid time, there is no need to clock in and out for them, and employers in the motion picture industry (and elsewhere) typically do not maintain time records of rest periods.

The absence of systematic timekeeping data for rest periods means that there is no common evidentiary platform from which Plaintiffs can prove class-wide liability. There is no auto-deduction issue, no attestation feature issue, and no systemic data set that could form the basis for a common methodology. The only evidence Plaintiffs have offered to date regarding rest period violations consists of anecdotal declarations from the three named plaintiffs, each of whom worked in a different division at a different facility. While these individual accounts may be probative as to the named plaintiffs' own experiences, they are insufficient to establish that rest period violations occurred on a class-wide basis.

Whether each employee was authorized and permitted to take compliant rest breaks depends on the specific show unit, the supervisor's practices, the production schedule on any given day, and the employee's particular role. A production coordinator on a live concert broadcast may have a very different rest period experience than a post-production assistant editing footage in a temperature-controlled suite. A field crew member on a remote location shoot for "Summit Challenge" may face practical obstacles to rest periods that simply do not exist for an employee working in a Santa Monica e-commerce studio.

These variations are not marginal or hypothetical — they reflect the fundamental operational reality of a multi-division media production company. Rest period claims cannot be resolved on a class-wide basis without descending into the kind of individualized inquiry that defeats predominance.

5. Off-the-Clock Claims — Employee-by-Employee Analysis Required

Plaintiffs allege that AMA required employees to perform unpaid "off-the-clock" work, including pre-shift setup tasks (allegedly 30–45 minutes before the recorded start of the shift) and post-shift wrap activities (allegedly 15–30 minutes after the recorded end of the shift). Because this work is, by definition, unrecorded in the TimeTrack Pro system, there is no common data source from which Plaintiffs can establish that off-the-clock work occurred on a class-wide basis.

More fundamentally, Plaintiffs have not identified a common AMA policy requiring off-the-clock work. The allegation is that off-the-clock work occurred in practice — that individual supervisors on individual show units expected or allowed employees to perform tasks before or after their recorded shifts. This is an inherently individualized allegation. Whether any particular employee performed off-the-clock work, how much time was involved, whether the work was required or voluntary, and whether the employee's supervisor knew about it and implicitly approved it — all of these questions vary from employee to employee, shift to shift, and show unit to show unit.

The variation is compounded by the differences among employee roles. A production coordinator may perform pre-shift setup tasks that include reviewing the day's production schedule, organizing equipment, and confirming talent availability. A post-production assistant's pre-shift tasks might consist of booting up editing workstations and loading project files. A segment coordinator working in live events might need to arrive early to coordinate with venue staff and run technical checks. These are fundamentally different activities performed by different employees in different roles at different facilities under different supervisors. There is no common proof that can establish liability for off-the-clock work across approximately 1,850 employees without resorting to individualized, employee-by-employee analysis.

This is not a case where the employer maintained a centralized timekeeping practice — such as a uniform policy of rounding time entries downward or a systematic practice of editing time records — that could serve as a common question. The alleged off-the-clock work is, by Plaintiffs' own framing, a practice that occurred informally at the show-unit level, making it inherently unsuitable for class treatment.

6. Wage Statement and Derivative Claims

Plaintiffs' claims under California Labor Code § 226 (inaccurate wage statements) and California Labor Code §§ 201–203 (waiting time penalties) are entirely derivative of the underlying meal period, rest period, overtime, and off-the-clock claims. The wage statement claims allege that AMA's pay stubs were inaccurate because they failed to reflect unpaid meal period premiums, overtime compensation, and off-the-clock wages. The waiting time penalties are predicated on the allegation that AMA failed to pay all wages due at the time of separation.

Because these derivative claims rise and fall with the underlying substantive claims, they are subject to the same individualized inquiry problems. If the underlying meal period, rest period, and off-the-clock claims require individualized analysis — as we have demonstrated above — then the derivative wage statement and waiting time penalty claims necessarily do as well. A wage statement is inaccurate only if the underlying wages were miscalculated, and that determination must be made employee by employee based on the employee's individual circumstances. There is no independent basis for certifying these derivative claims as a class.

7. Expert Support — Dr. Rajesh Makhija

We have retained Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC (444 Castro Street, Suite 800, Mountain View, CA 94041) as our expert on commonality and typicality issues. Dr. Makhija is an industrial/organizational psychologist with over twenty years of experience in workforce analytics, and he has provided expert testimony in numerous employment class actions in California state and federal courts.

Dr. Makhija's expert report — due May 19, 2023, with a draft expected by May 5, 2023 for Calderwood & Harkness review and comment — will present a statistical analysis of the TimeTrack Pro data for the putative class period. Specifically, Dr. Makhija's analysis is expected to demonstrate statistically significant variability in the following areas:

• Work schedules and shift lengths across the 14 show units, demonstrating that employees on different show units worked fundamentally different schedules — from regular 8-hour days in post-production to 12–16 hour shooting days in field production.

• Overtime frequency by facility and show unit, showing that overtime patterns varied dramatically depending on the type of production and the phase of production (pre-production, principal photography, post-production).

• Meal period timing and attestation patterns, showing that the timing of meal breaks, the frequency of reported missed meals (where the attestation feature was active), and the duration of meal periods all varied significantly by facility and show unit.

• Supervisory discretion and practices, demonstrating through data analysis and organizational structure evidence that break scheduling and enforcement were decentralized, with UPMs and Line Producers exercising substantial individual discretion.

Dr. Makhija will opine that working conditions, break practices, and supervisory approaches vary significantly across AMA's facilities and show units, such that individualized inquiry predominates and class-wide determination of liability is not feasible. His analysis will provide the quantitative backbone for our predominance argument.

8. Counter to Plaintiffs' Anticipated Common-Question Argument

We expect Plaintiffs to argue that the auto-deduction system constitutes a "uniform policy" that can be evaluated on a class-wide basis, relying on Brinker's holding that where an employer maintains a uniform policy or practice that affects all class members in the same way, the propriety of that policy presents a common question suitable for class resolution. 53 Cal.4th at 1033.

Our response must draw a clear distinction between a "uniform system" and a "uniform policy." The auto-deduction is a uniform system — a timekeeping recording method applied to all non-exempt employees — but it is not a uniform policy of denying meal breaks. The substantive question under Brinker is whether the employer provided compliant meal periods. The auto-deduction tells us nothing about whether breaks were actually provided. It tells us only that the system assumed a 30-minute break was taken and deducted that time from the employee's compensable hours. Whether that assumption was correct for any given employee on any given shift is the central merits question — and it varies by facility, show unit, supervisor, and individual employee circumstances.

In support of their common-question argument, Plaintiffs' damages expert — Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC — will likely present a damages model that treats every auto-deducted meal period as a "missed" meal period, thereby calculating damages by multiplying the number of auto-deducted shifts by one hour of meal period premium pay per shift. We anticipate that Dr. Rennick's model will arrive at a class-wide damages figure of approximately $38.6 million.

This assumption — that every auto-deducted meal period was a violation — is facially implausible and should not be accepted as establishing a viable common methodology. Under Granite Harbor Partners LLC v. Behrend (2013) 569 U.S. 27, a damages model must be consistent with the theory of liability and must not simply assume that every class member suffered an identical injury. Dr. Rennick's model does precisely what Northgate Enterprises forbids: it treats a timekeeping mechanism as per se evidence of a violation, without any effort to distinguish between employees who actually missed breaks and employees who took compliant breaks that were accurately auto-deducted.

We should consider a Sargon Enterprises, Inc. v. University of Southern California (2012) 55 Cal.4th 747 challenge to Dr. Rennick's report if, as we anticipate, his methodology rests on the per se assumption that every auto-deduction equals a violation. The viability of a Sargon challenge will need to be assessed after we have reviewed the Rennick report, which is expected on April 28, 2023.

B. Typicality — Named Plaintiffs Are Not Typical

The three named plaintiffs worked in three different divisions, at three different facilities, under different supervisors, performing different roles. Their individual experiences do not reflect a "typical" class member experience because there is no single "typical" experience among AMA's approximately 1,850 non-exempt employees. The specific circumstances of each named plaintiff underscore this point:

Marisol Fuentes — Production Coordinator, Unscripted Programming Division, assigned to the Studio City facility (Facility 2, 4024 Penmark Strategy Partners Avenue). Ms. Fuentes was employed from March 14, 2019 through August 5, 2022, with an hourly rate at separation of $28.50 per hour. The Studio City facility is one of the three locations where the Missed Meal Attestation feature was not activated in the TimeTrack Pro system. Ms. Fuentes's experience — working at a facility without electronic attestation capability — cannot represent the experiences of employees at the four facilities where the feature was active and where employees had a mechanism to report missed meals. Her claims, and the defenses applicable to those claims, are materially different from those of employees who had access to the attestation feature and either used it or chose not to.

Derek Halloran — Post-Production Assistant, Digital Content Division, assigned to the Hollywood facility (Facility 5, 1438 N. Gower Street). Mr. Halloran was employed from June 1, 2020 through November 30, 2022, with an hourly rate at separation of $24.75 per hour. Post-production is a fundamentally different work environment than live production, field production, or even studio-based production. Post-production employees work in office-based settings with regular schedules, standard working hours, and immediate access to break rooms and facilities. Mr. Halloran's experience as a post-production assistant cannot fairly represent the experiences of production coordinators on field shoots, segment coordinators at live events, or any other employee working in a production-phase environment. The scheduling pressures, supervisory dynamics, and practical obstacles to taking breaks that may exist on a production set or at a live event simply do not exist in a post-production suite.

Yesenia Padilla — Segment Coordinator, Live Events Division, assigned to the Burbank facility (Facility 4, 3800 W. Alameda Avenue). Ms. Padilla was employed from January 10, 2018 through May 17, 2022, with an hourly rate at separation of $31.00 per hour. The Live Events Division operates under unique scheduling constraints that are entirely different from studio-based or post-production environments. Live events are governed by external timing (e.g., the start time of a concert, the broadcast window for a live special), and break scheduling must accommodate these rigid external constraints. Ms. Padilla's experience as a segment coordinator at live events cannot represent the experiences of employees in divisions where scheduling is more predictable and flexible.

Each plaintiff's individual experience is shaped by her or his specific facility, division, role, supervisor, and the particular productions on which she or he worked. Collectively, the three named plaintiffs cannot represent the diverse experiences of approximately 1,850 employees across 14 show units and 7 facilities. Their different positions, different facilities, different supervisors, and different time periods fatally undermine the typicality requirement.

C. Adequacy — Potential Conflicts Among Class Members

Beyond the typicality deficiencies, the adequacy requirement is undermined by several potential intra-class conflicts:

Current vs. Former Employees. The putative class includes both current employees and former employees. These two groups have potentially divergent interests. Since the filing of this lawsuit, AMA has implemented significant policy reforms: the Missed Meal Attestation feature has now been activated at all seven facilities, the auto-deduction threshold has been corrected from 6 hours to 5 hours (consistent with the Labor Code § 512 requirement for a first meal period), and supervisory training on meal and rest period compliance has been enhanced. Current employees benefit from these reforms on an ongoing basis and may have an interest in a resolution that emphasizes prospective injunctive relief and policy changes. Former employees, by contrast, can benefit only from monetary damages for past violations and have an interest in maximizing the damages award. These divergent interests create a conflict that a single set of class representatives cannot adequately bridge.

Facility-Based Conflicts. As discussed above, employees at the four facilities where the attestation feature was active (Facilities 1, 3, 5, and 6) were in a meaningfully different position than employees at Facilities 2, 4, and 7 where the feature was disabled. AMA has stronger defenses as to employees at the four active-attestation facilities — these employees had a mechanism to report missed breaks and, in the vast majority of cases, did not use it, arguably demonstrating that breaks were provided. Employees at Facilities 2, 4, and 7, by contrast, lacked this mechanism, and AMA's defense is correspondingly weaker. A single class representative cannot adequately represent both groups, whose interests may diverge regarding the weight to be given to the attestation evidence and the scope of any recovery.

Padilla Staleness Concern. Named plaintiff Yesenia Padilla left AMA in May 2022 — more than six months before the complaint was filed on November 1, 2022. While the passage of time between separation and filing does not automatically disqualify a class representative, it raises legitimate questions about whether Ms. Padilla has the knowledge, engagement, and motivation to vigorously represent the interests of current employees. Her experience predates the policy reforms that AMA has implemented, and she may not be in a position to meaningfully evaluate the adequacy of any prospective relief component of a class settlement. This temporal distance, combined with the current-versus-former employee conflict described above, further undermines the adequacy of representation.

D. Superiority — Class Action Is Not Superior

Given the inherently individualized nature of the claims at issue, a class action is not a superior method of adjudicating this dispute. If certified, this class action will inevitably devolve into hundreds — if not thousands — of individualized mini-trials on liability. The Court would need to determine, for each class member on each relevant shift, whether the employee was provided a compliant meal period, whether the employee was authorized and permitted to take a rest break, whether the employee performed off-the-clock work, and whether overtime was properly calculated. This is precisely the scenario the Duran court warned against: a proceeding that, despite bearing the label of a "class action," cannot actually resolve liability on a class-wide basis and instead must resort to individualized determinations that consume judicial resources and deny due process to the defendant.

Alternative mechanisms exist for resolving these claims:

• PAGA Representative Action. The PAGA claim does not require class certification and will proceed as a representative action under its own procedural framework regardless of the outcome of the class certification motion. The PAGA claim provides a mechanism for seeking civil penalties on behalf of aggrieved employees without the need for class certification.

• Individual Arbitration. AMA maintains arbitration agreements with its employees. However, we note — based on our initial review — that AMA does not appear to have a class action or PAGA waiver provision in its current arbitration agreements. This gap significantly limits the utility of individual arbitration as an alternative to class litigation. We have flagged this issue for AMA's in-house counsel and recommend that the arbitration agreement be revised going forward, though such revisions would not affect the current putative class members.

• Traditional Individual Litigation. Employees with viable claims can pursue them individually. Given the availability of attorney's fees under California Labor Code § 1194 and penalties under PAGA, individual litigation provides meaningful economic incentives for employees and their counsel to pursue claims on an individual basis.

Manageability is also a significant concern. Trying class-wide liability on meal period claims across 14 show units operating in 7 different facilities, each with different production schedules, supervisory practices, and break experiences, is unworkable. The Court would need to develop a trial plan that accounts for facility-level variation, show-unit-level variation, supervisor-level variation, and individual employee variation — a task that is, in practical terms, impossible to accomplish within the class action framework.

IV. ANTICIPATED OUTCOME AND PROBABILITY ASSESSMENT

Based on our analysis of the legal framework, the factual record, and the tendencies of the Los Angeles Superior Court in employment class actions, we assess the likely outcomes as follows:

35% probability of defeating certification entirely. We assign a 35% probability to the outcome in which the Court agrees with our overarching argument that even the auto-deduction claim requires individualized inquiry regarding whether each employee actually missed a break, and therefore denies certification on all claims. This outcome is possible if the Court views the auto-deduction as merely a timekeeping method that does not, by itself, establish a common question of liability. However, we recognize that many judges in the Los Angeles Superior Court — particularly in the complex litigation departments — are inclined to find at least one certifiable common question in cases involving auto-deduction systems, and Judge Escobedo has granted class certification in two prior wage-and-hour matters during his tenure in Department 34.

65% probability of at least partial certification. We assess a 65% probability that the Court will grant certification in some form. The most likely outcome is partial certification — the Court certifies a class (or subclass) on the meal period auto-deduction claim, which presents the strongest common question (i.e., whether the auto-deduction system configuration, without adequate attestation mechanisms at certain facilities, systematically denied meal period premiums), while declining to certify the rest period, off-the-clock, overtime, wage statement, and waiting time penalty claims, which are more individualized and lack common evidentiary platforms.

Under this partial certification scenario, the certified meal period class or subclass would likely be defined to include employees who worked shifts of sufficient length to trigger a meal period obligation and whose meal periods were auto-deducted during the class period. The scope and contours of any certified class will depend on how the Court resolves the tension between the auto-deduction as a common system and the facility-level variation in attestation capabilities and supervisory practices.

It is important to note that the PAGA claim does not require class certification and will proceed as a representative action regardless of the certification outcome. Even if the Court denies class certification entirely, the PAGA claim will remain pending and will need to be addressed either through dispositive motion practice or settlement.

The outcome will depend heavily on whether the Court views the auto-deduction as a unifying common issue that predominates over individual questions, or as one component of an otherwise individualized inquiry into whether each employee was actually provided a compliant meal period. Our briefing should frame this question as starkly as possible: the auto-deduction is a neutral recording mechanism; liability depends on what actually happened during each employee's shift, which varies across 14 show units and 7 facilities.

V. STRATEGIC RECOMMENDATIONS AND ACTION ITEMS

A. Opposition Preparation

Our opposition to Plaintiffs' class certification motion should be structured around the following priorities:

1. Lead with the individualized inquiry argument. The predominance analysis should be the centerpiece of the opposition, supported by Dr. Makhija's expert analysis demonstrating statistically significant variation in work schedules, break practices, and supervisory approaches across AMA's facilities and show units. The opposition should open with a detailed factual narrative — supported by declarations and exhibits — demonstrating the operational heterogeneity of AMA's production environment. The Court needs to understand, concretely and vividly, that AMA is not a uniform retail chain or restaurant group — it is a media production company with 14 distinct show units operating in fundamentally different environments.

2. Attack Plaintiffs' expert. Dr. Rennick's report, expected on April 28, 2023, will likely be the linchpin of Plaintiffs' certification motion. Our opposition should challenge Dr. Rennick's methodology on the grounds that it relies on the facially implausible assumption that every auto-deducted meal period was "missed" — an assumption that ignores the substantial proportion of employees who took compliant breaks that were accurately recorded by the auto-deduction system. We should present Dr. Makhija's competing analysis and, if appropriate, seek a Sargon ruling excluding Dr. Rennick's opinions.

3. Present facility-by-facility and show-by-show evidence of variation through supporting declarations from the following AMA witnesses:

• Lorraine Okafor, Senior Vice President, Human Resources — Ms. Okafor can testify to AMA's meal and rest period policies, the history and implementation of the Missed Meal Attestation feature (including the reasons it was not activated at all facilities), the company's complaint intake procedures, and the volume of formal meal/rest period complaints received during the class period (14 formal complaints — a rate that, relative to approximately 1,850 employees over a four-plus year period, is extremely low).

• Celine Arroyo, Director of Production Operations — Ms. Arroyo can testify to the operational variation across AMA's 14 show units, the differing scheduling demands of studio-based, field-based, live events, post-production, and digital content productions, and the significant discretion exercised by UPMs and Line Producers in managing their respective productions.

• Karen Fong, Payroll Manager — Ms. Fong can testify to the technical configuration and operation of the TimeTrack Pro system, the auto-deduction settings, the attestation feature activation and usage rates by facility, and the payroll processes for handling reported missed meal periods.

4. Challenge typicality and adequacy of the named plaintiffs based on their varying experiences across different divisions, facilities, and roles, and based on the intra-class conflicts identified in Section III.C above.

5. Argue for at least partial denial of certification. Even if the Court is inclined to certify some portion of the claims, our opposition should make a persuasive case for excluding the rest period, off-the-clock, wage statement, and derivative claims from class treatment. These claims lack the common evidentiary platform that the auto-deduction arguably provides for the meal period claims, and they should not be swept into a certified class by association.

B. Subclass Strategy

If the Court signals an inclination to certify — whether at the hearing or through tentative ruling — we should be prepared to argue for the narrowest possible class definition:

• Limit certification to first meal period claims only. Second meal period claims (applicable to shifts exceeding 10 hours under Labor Code § 512(a)) depend on individual shift lengths and production schedules that vary dramatically across show units. The second meal period analysis is far more individualized than the first meal period analysis and should be excluded from any certified class.

• Consider proposing a subclass limited to employees at Facilities 2, 4, and 7 — the three facilities where the Missed Meal Attestation feature was not activated. These employees have the strongest common question: they were subject to the auto-deduction system without any electronic mechanism to report missed breaks. Confining the class to these employees would create a more manageable and more cohesive class that presents a genuine common question. Employees at the four facilities where the attestation feature was active present a weaker common question because the existence of the reporting mechanism — and the low usage rates — cuts in favor of AMA.

• Exclude rest period, off-the-clock, wage statement, and derivative claims from class treatment in any certified class. These claims should be limited to individual actions or addressed through the PAGA representative action.

C. Expert Coordination

• Dr. Rajesh Makhija (Workforce Dynamics Consulting LLC) — Commonality/typicality expert. Report due May 19, 2023. Draft expected by May 5, 2023 for Calderwood & Harkness review, comment, and revision. We should schedule a working session with Dr. Makhija during the week of April 17 to review the TimeTrack Pro data set and align his analysis with our predominance arguments. Dr. Makhija's report should be structured to provide both statistical evidence of variation and qualitative analysis of the operational differences across show units and facilities.

• Dr. Sarah Lindstrom (Hargrove Analytics Inc.) — Damages rebuttal expert. Report due June 9, 2023. Dr. Lindstrom will present an alternative damages calculation that corrects for the methodological flaws in Dr. Rennick's model. Preliminary indications suggest that a properly calculated damages figure — one that excludes employees who took compliant breaks and accounts for facility-level variation — would be in the range of $5–6 million, compared to Dr. Rennick's anticipated figure of $38.6 million. The gap between these figures will be a powerful tool in the opposition and in subsequent settlement negotiations.

• Potential *Sargon* Challenge. If Dr. Rennick's methodology relies on the per se assumption that every auto-deduction equals a violation — as we anticipate — we should consider filing a Sargon motion to exclude his opinions as speculative and unreliable. The viability and timing of such a motion will need to be assessed after we receive and review the Rennick report, expected April 28, 2023. We will circulate an assessment memorandum on the Sargon question within one week of receiving the Rennick report.

D. Mediation Positioning

Regardless of the certification outcome, AMA should be prepared to mediate promptly after the Court's ruling on the class certification motion. The certification ruling — expected either at the July 28 hearing or shortly thereafter — will be the single most significant event shaping the parties' relative negotiating positions.

If certification is granted in part (the most likely outcome, as assessed above), mediation leverage shifts somewhat toward Plaintiffs, who will point to a certified class and the potential for a class-wide judgment. However, AMA retains strong defenses on the merits (the auto-deduction is a recording method, not a policy of denying breaks) and on damages (Rennick's inflated model is vulnerable to attack), which provide substantial countervailing negotiating leverage.

We have identified Hon. Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc. as a proposed mediator. Judge Okoro is a retired Los Angeles Superior Court Judge with 25 years on the bench and extensive experience mediating employment class actions. She has a reputation for rigorous evaluation of both sides' positions and for facilitating realistic settlement discussions. We recommend that AMA authorize us to propose Judge Okoro to Plaintiffs' counsel in the weeks following the certification ruling.

Our preliminary settlement range estimate — subject to refinement after the certification ruling and after further analysis of the data — is $10–15 million on a gross settlement amount (GSA) basis for the class action component, depending on the scope of any certified class. This range assumes partial certification of a meal period subclass and accounts for the strength of our merits and damages defenses. The PAGA component would be addressed within the same settlement, with a portion of the recovery allocated to PAGA penalties payable to the LWDA.

EPL Carrier Coordination. AMA's employment practices liability insurance is provided by Pemberton Mutual Assurance Co. under Policy No. PMA-EPL-2022-00837 ($5 million self-insured retention / $15 million policy limit). Pemberton has acknowledged coverage for this matter. Given the preliminary settlement range, any settlement above the $5 million SIR would implicate carrier participation, and we recommend engaging Pemberton's coverage counsel in advance of any mediation to establish the carrier's position on settlement authority and contribution above the retention. Early coordination with the carrier will avoid delays at mediation and will ensure that AMA has a clear understanding of its net exposure.

E. Briefing Schedule and Deadlines

The following table summarizes the key dates in the class certification briefing schedule:

All dates are calendared in the firm's deadline management system. We will circulate internal review drafts of the opposition brief beginning the week of May 29 and will schedule a moot session with the trial team during the week of June 5.

VI. CONCLUSION

Our strongest argument against class certification is the predominance/individualized inquiry argument, bolstered by the structural variation across AMA's 14 show units and 7 California production facilities. The auto-deduction system — while providing Plaintiffs with a superficially appealing common question — is a timekeeping method, not a substantive policy of denying meal breaks. Whether each employee was actually provided a compliant meal period depends on a constellation of individualized factors that cannot be resolved through common proof.

Partial certification is the most likely outcome, and our strategy should be designed to accomplish two objectives: (1) minimize the scope of any certified class by excluding rest period, off-the-clock, and derivative claims and by narrowing the meal period class to the most defensible parameters; and (2) preserve strong defenses on the merits and damages for use in settlement negotiations, which we anticipate will follow promptly after the certification ruling.

Immediate action items:

1. Finalize expert coordination with Dr. Makhija (commonality/typicality) and Dr. Lindstrom (damages rebuttal), including scheduling the working session with Dr. Makhija during the week of April 17.

2. Begin preparing operational declarations from Lorraine Okafor (SVP, Human Resources), Celine Arroyo (Director of Production Operations), and Karen Fong (Payroll Manager). Initial witness meetings should be scheduled for the week of April 3.

3. Review Plaintiffs' class certification motion upon filing (expected April 14) and circulate an internal assessment memorandum within 72 hours.

4. Review and assess Plaintiffs' expert report (Dr. Rennick, expected April 28), including evaluation of Sargon challenge viability, within one week of receipt.

5. Prepare detailed opposition briefing according to the schedule outlined in Section V.E above.

6. Coordinate with Pemberton Mutual Assurance Co. regarding carrier participation in any potential settlement above the $5 million SIR.

I am available to discuss this memorandum and the recommended strategy at your convenience. Please let me know if you would like to schedule a call with the full trial team before Plaintiffs' filing deadline.

Devon Archer Senior Associate Calderwood & Harkness LLP Employment Litigation Practice Group Direct: (213) 555-4187 devon.archer@calderwoodharkness.com

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT This document and the information contained herein are confidential and protected from disclosure by the attorney-client privilege and/or the work product doctrine. Any unauthorized disclosure, copying, or distribution of this document is strictly prohibited. If you have received this document in error, please notify Calderwood & Harkness LLP immediately.

Facility	Location	Attestation Usage Rate
Facility 1	West Hollywood	2.3% of eligible shifts
Facility 3	Sherman Oaks	4.1% of eligible shifts
Facility 5	Hollywood	1.8% of eligible shifts
Facility 6	Santa Monica	3.7% of eligible shifts
Event	Date
Plaintiffs' Class Certification Motion	April 14, 2023
Plaintiffs' Expert Report (Dr. Howard Rennick)	April 28, 2023
Defense Expert Report (Dr. Rajesh Makhija)	May 19, 2023
Defense Expert Report (Dr. Sarah Lindstrom)	June 9, 2023
AMA Opposition to Class Certification	June 16, 2023
Plaintiffs' Reply in Support of Certification	July 7, 2023
Class Certification Hearing — Hon. Raymond Escobedo, Dept. 34	July 28, 2023

CALDERWOOD & HARKNESS LLP
INTERNAL MEMORANDUM
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and/or the work product doctrine. It is intended solely for the use of the addressee and should not be disclosed to any third party without the express written consent of Calderwood & Harkness LLP.
TO: Renata Vasquez, Partner
FROM: Devon Archer, Senior Associate
DATE: March 20, 2023
RE: Class Certification Defense Strategy — Fuentes v. Aurelius Media Americas Inc., Lead Case No. 22STCV38214 (Consolidated), Los Angeles County Superior Court; C&H Matter No. 1017-00004
I. PURPOSE AND CONTEXT
This memorandum sets forth our recommended defense strategy for opposing class certification in Fuentes v. Aurelius Media Americas Inc. ("AMA"), Lead Case No. 22STCV38214 (Consolidated), currently pending before the Honorable Raymond Escobedo in Department 34 of the Los Angeles County Superior Court. Based on counsel's communications during the March 7, 2023 informal discovery conference and subsequent correspondence, Plaintiffs have indicated that they intend to file their motion for class certification on April 14, 2023. This memorandum is intended to provide a comprehensive framework for AMA's opposition, due June 16, 2023, with Plaintiffs' reply due July 7, 2023, and the hearing on the motion set for July 28, 2023.
The three named Plaintiffs — Marisol Fuentes, Derek Halloran, and Yesenia Padilla — are represented by Castellano Byrne & Salas LLP, with Marco Castellano and Diane Salas serving as lead class counsel, and by Veltrano Employment Law Group PC, with Sandra Higuera serving as PAGA co-counsel. Both firms are experienced in wage-and-hour class actions in the Los Angeles Superior Court and have successfully obtained class certification in several prior matters before judges in the same courthouse.
The putative class consists of approximately 1,850 current and former non-exempt, hourly employees of AMA who worked in California at any time from November 1, 2018 through the present. The class claims arise under the following statutes and regulatory provisions:
•  California Labor Code § 226.7 (meal and rest period premiums)
•  California Labor Code §§ 510, 512 (overtime and meal period requirements)
•  California Labor Code §§ 1194, 1197, 1197.1, 1198 (minimum wage and overtime compensation)
•  California Business & Professions Code § 17200 (Unfair Competition Law / UCL)
•  IWC Wage Order 12 (Motion Picture Industry)
•  Private Attorneys General Act ("PAGA"), California Labor Code §§ 2698–2699.8 (civil penalties for Labor Code violations)
The operative Second Amended Complaint alleges, in summary, that AMA maintained a systematic practice of denying its non-exempt employees compliant meal and rest periods, requiring off-the-clock work before and after shifts, failing to pay overtime compensation, and issuing inaccurate wage statements. Plaintiffs contend that AMA's use of an automatic meal period deduction in its timekeeping system — the TimeTrack Pro platform provided by NovaPay Solutions Inc. — is the centerpiece of a class-wide policy that uniformly denied employees their statutory meal period rights.
This memorandum addresses each element of the class certification analysis, evaluates the strengths and weaknesses of our anticipated arguments, provides a candid probability assessment, and sets forth specific strategic recommendations and action items for the opposition.
II. LEGAL FRAMEWORK — CALIFORNIA CLASS CERTIFICATION REQUIREMENTS
Class certification in California is governed by Code of Civil Procedure § 382 and California Rules of Court, Rule 3.764. Under this framework, the party seeking certification bears the burden of establishing that the proposed class action is proper. The trial court must examine the evidence and arguments presented by both sides and make an informed judgment as to whether the proposed class meets the applicable criteria. Sav-On Drug Stores, Inc. v. Superior Court (2004) 34 Cal.4th 319, 326–27.
California courts require the proponent of class certification to establish the following four requirements:
1. Ascertainability
The class must be defined with sufficient precision such that its members can be identified without unreasonable effort or the need for individualized fact-finding. The class definition must be based on objective characteristics and common transactional facts, rather than subjective criteria or state of mind. While the ascertainability requirement is not typically the most heavily contested element, it serves as a threshold gatekeeper ensuring that the class is manageable.
2. Community of Interest
The community of interest requirement encompasses three sub-elements, each of which must be satisfied:
a. Predominance of Common Questions. Common questions of law or fact must predominate over questions affecting only individual class members. This is the most critical and most heavily litigated element of the certification analysis in wage-and-hour cases. It requires the court to evaluate whether the issues that are common to the class — issues susceptible of class-wide proof — are more significant than the issues that require individualized determination. Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004, 1021–22. The Supreme Court has emphasized that predominance does not require that common questions be the only questions — merely that they predominate. However, when the resolution of liability as to each class member requires a separate, individualized inquiry, predominance is not established.
b. Typicality. The claims of the named plaintiffs must be reasonably co-extensive with those of the absent class members. The named plaintiffs' claims must arise from the same course of conduct and be based on the same legal theories as those of the class. Where the named plaintiffs' experiences are materially different from those of a substantial portion of the class, typicality is lacking. Sav-On, 34 Cal.4th at 326.
c. Adequacy of Representation. The named plaintiffs must be capable of fairly and adequately protecting the interests of the class as a whole. This element examines whether the named representatives have interests that are aligned with the class, whether they are subject to unique defenses that would distract from the prosecution of the class claims, and whether class counsel is experienced and competent. Adequacy also requires the absence of conflicts of interest between the named plaintiffs and the absent class members. Dailey v. Sears, Roebuck & Co. (2013) 214 Cal.App.4th 974, 987.
3. Superiority
The class action mechanism must be superior to other available methods for the fair and efficient adjudication of the controversy. This element requires the court to weigh the benefits of class-wide resolution against the costs and complexities, including manageability concerns. Where individualized issues predominate to such a degree that the class action would devolve into a series of individual mini-trials, the class device is not superior.
The key authorities governing the certification analysis in the meal-and-rest-break context include:
•  Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004 — establishing the framework for analyzing meal period claims and clarifying that an employer's obligation is to provide a meal period, not to ensure it is taken.
•  Sav-On Drug Stores, Inc. v. Superior Court (2004) 34 Cal.4th 319 — articulating the community of interest requirements and the court's gatekeeping role.
•  Duran v. U.S. Bank Nat'l Ass'n (2014) 59 Cal.4th 1 — addressing the use of statistical evidence at the certification stage and the limits of trial by formula.
•  Dailey v. Sears, Roebuck & Co. (2013) 214 Cal.App.4th 974 — discussing adequacy and intra-class conflicts.
With this framework in mind, we turn to the specific defense arguments available to AMA.
III. DEFENSE ARGUMENTS
A. Predominance — Individual Issues Predominate (Strongest Argument)
The predominance element represents our strongest line of attack on Plaintiffs' certification motion. The core thesis of our opposition is straightforward: AMA operates 14 distinct show units across 7 California production facilities, each with materially different scheduling practices, supervisory structures, operational profiles, and meal and rest break experiences — making class-wide determination of liability impossible.
The entertainment production environment is, by its very nature, heterogeneous. Unlike a retail chain where each store follows a standardized operating manual, a media production company runs multiple concurrent productions — each functioning as a semi-autonomous operational unit with its own production schedule, supervisory chain, logistical demands, and workplace culture. This structural reality permeates every claim in the complaint and renders each one unsuitable for class-wide adjudication.
1. Operational Variation Across Facilities and Show Units
AMA operates out of the following seven California production facilities, each serving a different functional role within the company's operations:
1.  8500 Sunset Blvd., Suite 1400, West Hollywood, CA 90069 — Corporate headquarters and primary post-production facility. This location houses executive offices, human resources, legal, finance, and multiple post-production editing suites. Employees at this facility include both administrative/corporate staff and post-production personnel (editors, assistant editors, graphics operators).
2.  4024 Penmark Strategy Partners Avenue, Studio City, CA 91604 (Stage A & B) — Dedicated unscripted programming facility with two sound stages. This facility produces studio-based unscripted shows with predictable production schedules during taping days but with significant variation during pre-production and post-production phases.
3.  15301 Ventura Blvd., Suite 300, Sherman Oaks, CA 91403 — Digital content division. This facility focuses on short-form digital and streaming content, with a hybrid studio/remote production model and variable schedules that depend on the type of content being produced (studio segments, field packages, remote interviews, etc.).
4.  3800 W. Alameda Ave., Burbank, CA 91505 — Live events and field production base. This facility serves as the operational hub for AMA's live events programming (concerts, award shows, live specials) and its field-based unscripted shows (including outdoor competition shows filmed on remote locations).
5.  1438 N. Gower Street, Hollywood, CA 90028 — Scripted development facility. This smaller facility houses the scripted development team, which operates on a fundamentally different cycle than production-phase operations, involving writers' rooms, casting sessions, and development meetings.
6.  2120 Colorado Avenue, Santa Monica, CA 90404 — E-commerce studio. This facility produces commercial and branded content in a controlled studio environment with relatively predictable schedules.
7.  888 N. Sepulveda Blvd., El Segundo, CA 90245 — Post-production annex. This secondary post-production facility handles overflow work from the West Hollywood headquarters and specializes in visual effects and color grading.
Across these seven facilities, AMA operates 14 distinct show units that fall under IWC Wage Order 12 (the Motion Picture Industry wage order). These show units present materially different working environments that directly bear on the merits of each of Plaintiffs' claims:
•  Studio-based shows operate on controlled sets with predictable shooting schedules, typically running 8–10 hour days with reliable meal breaks that can be scheduled in advance and adhered to with relative consistency. Crew members on these shows work in an environment where production can be paused for a meal break without significant logistical complications.
•  Field-based shows — most notably "Summit Challenge," an outdoor competition series filmed in remote locations — present an entirely different picture. These productions routinely involve extended 12–16 hour shoot days, with significant logistical challenges for scheduling meal and rest breaks in remote outdoor locations where catering and facilities may be limited. The timing of breaks on field-based productions is often dictated by environmental conditions (weather, natural light), participant availability, and the unpredictable rhythms of field shooting.
•  Live events shows — including concert specials, award shows, and live broadcasts — are governed by unique scheduling constraints dictated by the timing of the live event itself. A live concert broadcast, for example, imposes rigid time constraints that cannot be adjusted to accommodate standard break schedules. The live events division operates on a fundamentally different rhythm than any other division.
•  Post-production operations are office-based, with regular 8–10 hour schedules and standard meal and rest break practices. Post-production employees sit at editing workstations in climate-controlled office environments with break rooms and kitchens immediately available. Their work experience has virtually nothing in common with a segment coordinator on a field-based show or a production assistant at a live concert broadcast.
•  Digital content production involves a hybrid studio/remote model with highly variable schedules depending on the specific content type. Some digital content shoots mirror studio-based productions; others involve small field crews operating with minimal oversight.
Within each of these production environments, different supervisors — principally Unit Production Managers ("UPMs") and Line Producers — exercise varying degrees of discretion over break scheduling. Some UPMs are rigorous about calling structured meal breaks at regular intervals; others allow more informal break practices that may vary from day to day based on production needs. These supervisory differences are not a function of AMA corporate policy (which uniformly requires compliance with meal and rest period obligations) but rather reflect the practical realities of managing different types of productions in different environments.
The central point is that each employee's meal and rest break experience depends on a constellation of individualized factors: the specific show unit to which the employee was assigned, the production schedule for that show on any given day, the supervisory practices of the UPM or Line Producer overseeing the production, whether the employee was working a shooting day or an office/prep day, and the employee's own individual actions (e.g., whether the employee chose to work through a provided break). None of these factors can be resolved on a class-wide basis.
2. Meal Period Claims — Auto-Deduction Is Not a Uniform Policy of Denying Breaks
We anticipate that the auto-deduction system will be the centerpiece of Plaintiffs' certification motion. The TimeTrack Pro system — provided and maintained by NovaPay Solutions Inc. — is configured to automatically deduct a 30-minute meal period for any shift of 6 hours or more. Plaintiffs will almost certainly argue that this auto-deduction creates a common question suitable for class-wide adjudication: namely, whether AMA's use of automatic meal period deductions systematically denied employees meal period premiums to which they were entitled under California Labor Code §§ 226.7 and 512.
Our response must reframe the auto-deduction issue. The auto-deduction is a timekeeping method — a means of recording time — not a substantive policy of denying meal breaks. The distinction is critical. Under Brinker, an employer's obligation with respect to meal periods is to "provide" them — that is, to make them available and to relieve the employee of all duty for a 30-minute period. 53 Cal.4th at 1040. The employer is not required to ensure that the employee actually takes the break; the employer is not a "policer" of meal breaks.
The auto-deduction system, standing alone, does not establish that AMA failed to provide compliant meal periods. When an employee actually takes a full, uninterrupted 30-minute meal break — as AMA's policy requires and as the evidence will show many employees routinely did — the auto-deduction accurately records that break, and no violation has occurred. The auto-deduction becomes relevant only when an employee did not actually take a compliant break and the system nevertheless deducted 30 minutes of break time, resulting in underpayment for the time actually worked. But determining which employees actually missed their meal breaks — and on which shifts — is an inherently individualized inquiry that cannot be resolved through common proof.
This is not a case like Brinker, where the employer maintained a facially noncompliant policy (e.g., a policy requiring employees to work through meal periods, or a policy failing to schedule any meal period at all). Here, AMA's written policy — documented in the Employee Handbook (revised April 2021) and in the Production Operations Manual — expressly requires compliance with all meal and rest period obligations under California law and IWC Wage Order 12. The policy instructs supervisors to schedule and provide timely meal periods and to authorize employees to take rest breaks. The auto-deduction is simply the mechanism by which compliant breaks are recorded in the payroll system. Whether the policy was followed in practice for each employee, on each shift, across 14 show units and 7 facilities over a four-year class period, is not a question susceptible of common proof.
3. Attestation Feature Split — Facility-Level Variation
The facility-level variation in the operation of the TimeTrack Pro system further undermines Plaintiffs' claim of uniformity. The TimeTrack Pro platform includes a "Missed Meal Attestation" feature that allows employees to electronically report that they missed, were late to, or were interrupted during a meal period. If an employee submits a missed meal attestation, the system generates an alert to the payroll department, which can then add the meal period premium to the employee's next paycheck.
However, this feature was activated at only four of seven AMA facilities:
•  Facility 1 — West Hollywood (HQ & post-production)
•  Facility 3 — Sherman Oaks (digital content)
•  Facility 5 — Hollywood (scripted development)
•  Facility 6 — Santa Monica (e-commerce studio)
The Missed Meal Attestation feature was not activated at the following three facilities:
•  Facility 2 — Studio City (Stage A & B — unscripted)
•  Facility 4 — Burbank (live events & field production)
•  Facility 7 — El Segundo (post-production annex)
Employees at Facilities 2, 4, and 7 had no electronic mechanism to report missed or shortened meal periods through the timekeeping system. While these employees could, in theory, report missed breaks verbally to their supervisors or to HR, the absence of the electronic attestation feature means that there is no systematic digital record of missed break complaints at these three facilities.
This facility-level disparity is significant for the certification analysis in two respects. First, it demonstrates as a factual matter that conditions were not uniform across the putative class — employees at different facilities had materially different tools and mechanisms available to them for reporting and correcting meal period violations. A class-wide liability determination cannot account for this variation without delving into facility-specific evidence.
Second, the attestation data from the four facilities where the feature was active introduces an additional layer of individualized inquiry. Even at those facilities, usage rates of the Missed Meal Attestation feature were very low:
These low usage rates are susceptible to competing interpretations. AMA will argue that the low rates indicate that the vast majority of employees at these facilities actually took compliant meal breaks and therefore had nothing to report — a reasonable inference that supports the conclusion that AMA's meal period policies were, in practice, being followed. Plaintiffs will counter that the low usage rates reflect employee ignorance about the feature's existence or availability, or that employees were discouraged or intimidated from using it — an inference that would support a finding of systematic noncompliance.
The critical point is that resolving this inferential dispute requires the kind of individualized inquiry — employee by employee, shift by shift — that is incompatible with predominance. Whether each employee knew about the attestation feature, had access to it, chose not to use it because breaks were compliant, or failed to use it because of perceived discouragement, is an inherently individual question. This is precisely the type of issue the Supreme Court identified in Duran as defeating predominance: "Each employee's experience must be evaluated individually to determine liability." 59 Cal.4th at 36.
4. Rest Period Claims — Inherently Individualized
Plaintiffs' rest period claims present an even clearer case for denial of certification than the meal period claims. Unlike meal periods, rest periods are not tracked in the TimeTrack Pro system. This is consistent with standard industry practice — because rest periods are paid time, there is no need to clock in and out for them, and employers in the motion picture industry (and elsewhere) typically do not maintain time records of rest periods.
The absence of systematic timekeeping data for rest periods means that there is no common evidentiary platform from which Plaintiffs can prove class-wide liability. There is no auto-deduction issue, no attestation feature issue, and no systemic data set that could form the basis for a common methodology. The only evidence Plaintiffs have offered to date regarding rest period violations consists of anecdotal declarations from the three named plaintiffs, each of whom worked in a different division at a different facility. While these individual accounts may be probative as to the named plaintiffs' own experiences, they are insufficient to establish that rest period violations occurred on a class-wide basis.
Whether each employee was authorized and permitted to take compliant rest breaks depends on the specific show unit, the supervisor's practices, the production schedule on any given day, and the employee's particular role. A production coordinator on a live concert broadcast may have a very different rest period experience than a post-production assistant editing footage in a temperature-controlled suite. A field crew member on a remote location shoot for "Summit Challenge" may face practical obstacles to rest periods that simply do not exist for an employee working in a Santa Monica e-commerce studio.
These variations are not marginal or hypothetical — they reflect the fundamental operational reality of a multi-division media production company. Rest period claims cannot be resolved on a class-wide basis without descending into the kind of individualized inquiry that defeats predominance.
5. Off-the-Clock Claims — Employee-by-Employee Analysis Required
Plaintiffs allege that AMA required employees to perform unpaid "off-the-clock" work, including pre-shift setup tasks (allegedly 30–45 minutes before the recorded start of the shift) and post-shift wrap activities (allegedly 15–30 minutes after the recorded end of the shift). Because this work is, by definition, unrecorded in the TimeTrack Pro system, there is no common data source from which Plaintiffs can establish that off-the-clock work occurred on a class-wide basis.
More fundamentally, Plaintiffs have not identified a common AMA policy requiring off-the-clock work. The allegation is that off-the-clock work occurred in practice — that individual supervisors on individual show units expected or allowed employees to perform tasks before or after their recorded shifts. This is an inherently individualized allegation. Whether any particular employee performed off-the-clock work, how much time was involved, whether the work was required or voluntary, and whether the employee's supervisor knew about it and implicitly approved it — all of these questions vary from employee to employee, shift to shift, and show unit to show unit.
The variation is compounded by the differences among employee roles. A production coordinator may perform pre-shift setup tasks that include reviewing the day's production schedule, organizing equipment, and confirming talent availability. A post-production assistant's pre-shift tasks might consist of booting up editing workstations and loading project files. A segment coordinator working in live events might need to arrive early to coordinate with venue staff and run technical checks. These are fundamentally different activities performed by different employees in different roles at different facilities under different supervisors. There is no common proof that can establish liability for off-the-clock work across approximately 1,850 employees without resorting to individualized, employee-by-employee analysis.
This is not a case where the employer maintained a centralized timekeeping practice — such as a uniform policy of rounding time entries downward or a systematic practice of editing time records — that could serve as a common question. The alleged off-the-clock work is, by Plaintiffs' own framing, a practice that occurred informally at the show-unit level, making it inherently unsuitable for class treatment.
6. Wage Statement and Derivative Claims
Plaintiffs' claims under California Labor Code § 226 (inaccurate wage statements) and California Labor Code §§ 201–203 (waiting time penalties) are entirely derivative of the underlying meal period, rest period, overtime, and off-the-clock claims. The wage statement claims allege that AMA's pay stubs were inaccurate because they failed to reflect unpaid meal period premiums, overtime compensation, and off-the-clock wages. The waiting time penalties are predicated on the allegation that AMA failed to pay all wages due at the time of separation.
Because these derivative claims rise and fall with the underlying substantive claims, they are subject to the same individualized inquiry problems. If the underlying meal period, rest period, and off-the-clock claims require individualized analysis — as we have demonstrated above — then the derivative wage statement and waiting time penalty claims necessarily do as well. A wage statement is inaccurate only if the underlying wages were miscalculated, and that determination must be made employee by employee based on the employee's individual circumstances. There is no independent basis for certifying these derivative claims as a class.
7. Expert Support — Dr. Rajesh Makhija
We have retained Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC (444 Castro Street, Suite 800, Mountain View, CA 94041) as our expert on commonality and typicality issues. Dr. Makhija is an industrial/organizational psychologist with over twenty years of experience in workforce analytics, and he has provided expert testimony in numerous employment class actions in California state and federal courts.
Dr. Makhija's expert report — due May 19, 2023, with a draft expected by May 5, 2023 for Calderwood & Harkness review and comment — will present a statistical analysis of the TimeTrack Pro data for the putative class period. Specifically, Dr. Makhija's analysis is expected to demonstrate statistically significant variability in the following areas:
•  Work schedules and shift lengths across the 14 show units, demonstrating that employees on different show units worked fundamentally different schedules — from regular 8-hour days in post-production to 12–16 hour shooting days in field production.
•  Overtime frequency by facility and show unit, showing that overtime patterns varied dramatically depending on the type of production and the phase of production (pre-production, principal photography, post-production).
•  Meal period timing and attestation patterns, showing that the timing of meal breaks, the frequency of reported missed meals (where the attestation feature was active), and the duration of meal periods all varied significantly by facility and show unit.
•  Supervisory discretion and practices, demonstrating through data analysis and organizational structure evidence that break scheduling and enforcement were decentralized, with UPMs and Line Producers exercising substantial individual discretion.
Dr. Makhija will opine that working conditions, break practices, and supervisory approaches vary significantly across AMA's facilities and show units, such that individualized inquiry predominates and class-wide determination of liability is not feasible. His analysis will provide the quantitative backbone for our predominance argument.
8. Counter to Plaintiffs' Anticipated Common-Question Argument
We expect Plaintiffs to argue that the auto-deduction system constitutes a "uniform policy" that can be evaluated on a class-wide basis, relying on Brinker's holding that where an employer maintains a uniform policy or practice that affects all class members in the same way, the propriety of that policy presents a common question suitable for class resolution. 53 Cal.4th at 1033.
Our response must draw a clear distinction between a "uniform system" and a "uniform policy." The auto-deduction is a uniform system — a timekeeping recording method applied to all non-exempt employees — but it is not a uniform policy of denying meal breaks. The substantive question under Brinker is whether the employer provided compliant meal periods. The auto-deduction tells us nothing about whether breaks were actually provided. It tells us only that the system assumed a 30-minute break was taken and deducted that time from the employee's compensable hours. Whether that assumption was correct for any given employee on any given shift is the central merits question — and it varies by facility, show unit, supervisor, and individual employee circumstances.
In support of their common-question argument, Plaintiffs' damages expert — Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC — will likely present a damages model that treats every auto-deducted meal period as a "missed" meal period, thereby calculating damages by multiplying the number of auto-deducted shifts by one hour of meal period premium pay per shift. We anticipate that Dr. Rennick's model will arrive at a class-wide damages figure of approximately $38.6 million.
This assumption — that every auto-deducted meal period was a violation — is facially implausible and should not be accepted as establishing a viable common methodology. Under Granite Harbor Partners LLC v. Behrend (2013) 569 U.S. 27, a damages model must be consistent with the theory of liability and must not simply assume that every class member suffered an identical injury. Dr. Rennick's model does precisely what Northgate Enterprises forbids: it treats a timekeeping mechanism as per se evidence of a violation, without any effort to distinguish between employees who actually missed breaks and employees who took compliant breaks that were accurately auto-deducted.
We should consider a Sargon Enterprises, Inc. v. University of Southern California (2012) 55 Cal.4th 747 challenge to Dr. Rennick's report if, as we anticipate, his methodology rests on the per se assumption that every auto-deduction equals a violation. The viability of a Sargon challenge will need to be assessed after we have reviewed the Rennick report, which is expected on April 28, 2023.
B. Typicality — Named Plaintiffs Are Not Typical
The three named plaintiffs worked in three different divisions, at three different facilities, under different supervisors, performing different roles. Their individual experiences do not reflect a "typical" class member experience because there is no single "typical" experience among AMA's approximately 1,850 non-exempt employees. The specific circumstances of each named plaintiff underscore this point:
Marisol Fuentes — Production Coordinator, Unscripted Programming Division, assigned to the Studio City facility (Facility 2, 4024 Penmark Strategy Partners Avenue). Ms. Fuentes was employed from March 14, 2019 through August 5, 2022, with an hourly rate at separation of $28.50 per hour. The Studio City facility is one of the three locations where the Missed Meal Attestation feature was not activated in the TimeTrack Pro system. Ms. Fuentes's experience — working at a facility without electronic attestation capability — cannot represent the experiences of employees at the four facilities where the feature was active and where employees had a mechanism to report missed meals. Her claims, and the defenses applicable to those claims, are materially different from those of employees who had access to the attestation feature and either used it or chose not to.
Derek Halloran — Post-Production Assistant, Digital Content Division, assigned to the Hollywood facility (Facility 5, 1438 N. Gower Street). Mr. Halloran was employed from June 1, 2020 through November 30, 2022, with an hourly rate at separation of $24.75 per hour. Post-production is a fundamentally different work environment than live production, field production, or even studio-based production. Post-production employees work in office-based settings with regular schedules, standard working hours, and immediate access to break rooms and facilities. Mr. Halloran's experience as a post-production assistant cannot fairly represent the experiences of production coordinators on field shoots, segment coordinators at live events, or any other employee working in a production-phase environment. The scheduling pressures, supervisory dynamics, and practical obstacles to taking breaks that may exist on a production set or at a live event simply do not exist in a post-production suite.
Yesenia Padilla — Segment Coordinator, Live Events Division, assigned to the Burbank facility (Facility 4, 3800 W. Alameda Avenue). Ms. Padilla was employed from January 10, 2018 through May 17, 2022, with an hourly rate at separation of $31.00 per hour. The Live Events Division operates under unique scheduling constraints that are entirely different from studio-based or post-production environments. Live events are governed by external timing (e.g., the start time of a concert, the broadcast window for a live special), and break scheduling must accommodate these rigid external constraints. Ms. Padilla's experience as a segment coordinator at live events cannot represent the experiences of employees in divisions where scheduling is more predictable and flexible.
Each plaintiff's individual experience is shaped by her or his specific facility, division, role, supervisor, and the particular productions on which she or he worked. Collectively, the three named plaintiffs cannot represent the diverse experiences of approximately 1,850 employees across 14 show units and 7 facilities. Their different positions, different facilities, different supervisors, and different time periods fatally undermine the typicality requirement.
C. Adequacy — Potential Conflicts Among Class Members
Beyond the typicality deficiencies, the adequacy requirement is undermined by several potential intra-class conflicts:
Current vs. Former Employees. The putative class includes both current employees and former employees. These two groups have potentially divergent interests. Since the filing of this lawsuit, AMA has implemented significant policy reforms: the Missed Meal Attestation feature has now been activated at all seven facilities, the auto-deduction threshold has been corrected from 6 hours to 5 hours (consistent with the Labor Code § 512 requirement for a first meal period), and supervisory training on meal and rest period compliance has been enhanced. Current employees benefit from these reforms on an ongoing basis and may have an interest in a resolution that emphasizes prospective injunctive relief and policy changes. Former employees, by contrast, can benefit only from monetary damages for past violations and have an interest in maximizing the damages award. These divergent interests create a conflict that a single set of class representatives cannot adequately bridge.
Facility-Based Conflicts. As discussed above, employees at the four facilities where the attestation feature was active (Facilities 1, 3, 5, and 6) were in a meaningfully different position than employees at Facilities 2, 4, and 7 where the feature was disabled. AMA has stronger defenses as to employees at the four active-attestation facilities — these employees had a mechanism to report missed breaks and, in the vast majority of cases, did not use it, arguably demonstrating that breaks were provided. Employees at Facilities 2, 4, and 7, by contrast, lacked this mechanism, and AMA's defense is correspondingly weaker. A single class representative cannot adequately represent both groups, whose interests may diverge regarding the weight to be given to the attestation evidence and the scope of any recovery.
Padilla Staleness Concern. Named plaintiff Yesenia Padilla left AMA in May 2022 — more than six months before the complaint was filed on November 1, 2022. While the passage of time between separation and filing does not automatically disqualify a class representative, it raises legitimate questions about whether Ms. Padilla has the knowledge, engagement, and motivation to vigorously represent the interests of current employees. Her experience predates the policy reforms that AMA has implemented, and she may not be in a position to meaningfully evaluate the adequacy of any prospective relief component of a class settlement. This temporal distance, combined with the current-versus-former employee conflict described above, further undermines the adequacy of representation.
D. Superiority — Class Action Is Not Superior
Given the inherently individualized nature of the claims at issue, a class action is not a superior method of adjudicating this dispute. If certified, this class action will inevitably devolve into hundreds — if not thousands — of individualized mini-trials on liability. The Court would need to determine, for each class member on each relevant shift, whether the employee was provided a compliant meal period, whether the employee was authorized and permitted to take a rest break, whether the employee performed off-the-clock work, and whether overtime was properly calculated. This is precisely the scenario the Duran court warned against: a proceeding that, despite bearing the label of a "class action," cannot actually resolve liability on a class-wide basis and instead must resort to individualized determinations that consume judicial resources and deny due process to the defendant.
Alternative mechanisms exist for resolving these claims:
•  PAGA Representative Action. The PAGA claim does not require class certification and will proceed as a representative action under its own procedural framework regardless of the outcome of the class certification motion. The PAGA claim provides a mechanism for seeking civil penalties on behalf of aggrieved employees without the need for class certification.
•  Individual Arbitration. AMA maintains arbitration agreements with its employees. However, we note — based on our initial review — that AMA does not appear to have a class action or PAGA waiver provision in its current arbitration agreements. This gap significantly limits the utility of individual arbitration as an alternative to class litigation. We have flagged this issue for AMA's in-house counsel and recommend that the arbitration agreement be revised going forward, though such revisions would not affect the current putative class members.
•  Traditional Individual Litigation. Employees with viable claims can pursue them individually. Given the availability of attorney's fees under California Labor Code § 1194 and penalties under PAGA, individual litigation provides meaningful economic incentives for employees and their counsel to pursue claims on an individual basis.
Manageability is also a significant concern. Trying class-wide liability on meal period claims across 14 show units operating in 7 different facilities, each with different production schedules, supervisory practices, and break experiences, is unworkable. The Court would need to develop a trial plan that accounts for facility-level variation, show-unit-level variation, supervisor-level variation, and individual employee variation — a task that is, in practical terms, impossible to accomplish within the class action framework.
IV. ANTICIPATED OUTCOME AND PROBABILITY ASSESSMENT
Based on our analysis of the legal framework, the factual record, and the tendencies of the Los Angeles Superior Court in employment class actions, we assess the likely outcomes as follows:
35% probability of defeating certification entirely. We assign a 35% probability to the outcome in which the Court agrees with our overarching argument that even the auto-deduction claim requires individualized inquiry regarding whether each employee actually missed a break, and therefore denies certification on all claims. This outcome is possible if the Court views the auto-deduction as merely a timekeeping method that does not, by itself, establish a common question of liability. However, we recognize that many judges in the Los Angeles Superior Court — particularly in the complex litigation departments — are inclined to find at least one certifiable common question in cases involving auto-deduction systems, and Judge Escobedo has granted class certification in two prior wage-and-hour matters during his tenure in Department 34.
65% probability of at least partial certification. We assess a 65% probability that the Court will grant certification in some form. The most likely outcome is partial certification — the Court certifies a class (or subclass) on the meal period auto-deduction claim, which presents the strongest common question (i.e., whether the auto-deduction system configuration, without adequate attestation mechanisms at certain facilities, systematically denied meal period premiums), while declining to certify the rest period, off-the-clock, overtime, wage statement, and waiting time penalty claims, which are more individualized and lack common evidentiary platforms.
Under this partial certification scenario, the certified meal period class or subclass would likely be defined to include employees who worked shifts of sufficient length to trigger a meal period obligation and whose meal periods were auto-deducted during the class period. The scope and contours of any certified class will depend on how the Court resolves the tension between the auto-deduction as a common system and the facility-level variation in attestation capabilities and supervisory practices.
It is important to note that the PAGA claim does not require class certification and will proceed as a representative action regardless of the certification outcome. Even if the Court denies class certification entirely, the PAGA claim will remain pending and will need to be addressed either through dispositive motion practice or settlement.
The outcome will depend heavily on whether the Court views the auto-deduction as a unifying common issue that predominates over individual questions, or as one component of an otherwise individualized inquiry into whether each employee was actually provided a compliant meal period. Our briefing should frame this question as starkly as possible: the auto-deduction is a neutral recording mechanism; liability depends on what actually happened during each employee's shift, which varies across 14 show units and 7 facilities.
V. STRATEGIC RECOMMENDATIONS AND ACTION ITEMS
A. Opposition Preparation
Our opposition to Plaintiffs' class certification motion should be structured around the following priorities:
1.  Lead with the individualized inquiry argument. The predominance analysis should be the centerpiece of the opposition, supported by Dr. Makhija's expert analysis demonstrating statistically significant variation in work schedules, break practices, and supervisory approaches across AMA's facilities and show units. The opposition should open with a detailed factual narrative — supported by declarations and exhibits — demonstrating the operational heterogeneity of AMA's production environment. The Court needs to understand, concretely and vividly, that AMA is not a uniform retail chain or restaurant group — it is a media production company with 14 distinct show units operating in fundamentally different environments.
2.  Attack Plaintiffs' expert. Dr. Rennick's report, expected on April 28, 2023, will likely be the linchpin of Plaintiffs' certification motion. Our opposition should challenge Dr. Rennick's methodology on the grounds that it relies on the facially implausible assumption that every auto-deducted meal period was "missed" — an assumption that ignores the substantial proportion of employees who took compliant breaks that were accurately recorded by the auto-deduction system. We should present Dr. Makhija's competing analysis and, if appropriate, seek a Sargon ruling excluding Dr. Rennick's opinions.
3.  Present facility-by-facility and show-by-show evidence of variation through supporting declarations from the following AMA witnesses:
•  Lorraine Okafor, Senior Vice President, Human Resources — Ms. Okafor can testify to AMA's meal and rest period policies, the history and implementation of the Missed Meal Attestation feature (including the reasons it was not activated at all facilities), the company's complaint intake procedures, and the volume of formal meal/rest period complaints received during the class period (14 formal complaints — a rate that, relative to approximately 1,850 employees over a four-plus year period, is extremely low).
•  Celine Arroyo, Director of Production Operations — Ms. Arroyo can testify to the operational variation across AMA's 14 show units, the differing scheduling demands of studio-based, field-based, live events, post-production, and digital content productions, and the significant discretion exercised by UPMs and Line Producers in managing their respective productions.
•  Karen Fong, Payroll Manager — Ms. Fong can testify to the technical configuration and operation of the TimeTrack Pro system, the auto-deduction settings, the attestation feature activation and usage rates by facility, and the payroll processes for handling reported missed meal periods.
4.  Challenge typicality and adequacy of the named plaintiffs based on their varying experiences across different divisions, facilities, and roles, and based on the intra-class conflicts identified in Section III.C above.
5.  Argue for at least partial denial of certification. Even if the Court is inclined to certify some portion of the claims, our opposition should make a persuasive case for excluding the rest period, off-the-clock, wage statement, and derivative claims from class treatment. These claims lack the common evidentiary platform that the auto-deduction arguably provides for the meal period claims, and they should not be swept into a certified class by association.
B. Subclass Strategy
If the Court signals an inclination to certify — whether at the hearing or through tentative ruling — we should be prepared to argue for the narrowest possible class definition:
•  Limit certification to first meal period claims only. Second meal period claims (applicable to shifts exceeding 10 hours under Labor Code § 512(a)) depend on individual shift lengths and production schedules that vary dramatically across show units. The second meal period analysis is far more individualized than the first meal period analysis and should be excluded from any certified class.
•  Consider proposing a subclass limited to employees at Facilities 2, 4, and 7 — the three facilities where the Missed Meal Attestation feature was not activated. These employees have the strongest common question: they were subject to the auto-deduction system without any electronic mechanism to report missed breaks. Confining the class to these employees would create a more manageable and more cohesive class that presents a genuine common question. Employees at the four facilities where the attestation feature was active present a weaker common question because the existence of the reporting mechanism — and the low usage rates — cuts in favor of AMA.
•  Exclude rest period, off-the-clock, wage statement, and derivative claims from class treatment in any certified class. These claims should be limited to individual actions or addressed through the PAGA representative action.
C. Expert Coordination
•  Dr. Rajesh Makhija (Workforce Dynamics Consulting LLC) — Commonality/typicality expert. Report due May 19, 2023. Draft expected by May 5, 2023 for Calderwood & Harkness review, comment, and revision. We should schedule a working session with Dr. Makhija during the week of April 17 to review the TimeTrack Pro data set and align his analysis with our predominance arguments. Dr. Makhija's report should be structured to provide both statistical evidence of variation and qualitative analysis of the operational differences across show units and facilities.
•  Dr. Sarah Lindstrom (Hargrove Analytics Inc.) — Damages rebuttal expert. Report due June 9, 2023. Dr. Lindstrom will present an alternative damages calculation that corrects for the methodological flaws in Dr. Rennick's model. Preliminary indications suggest that a properly calculated damages figure — one that excludes employees who took compliant breaks and accounts for facility-level variation — would be in the range of $5–6 million, compared to Dr. Rennick's anticipated figure of $38.6 million. The gap between these figures will be a powerful tool in the opposition and in subsequent settlement negotiations.
•  Potential *Sargon* Challenge. If Dr. Rennick's methodology relies on the per se assumption that every auto-deduction equals a violation — as we anticipate — we should consider filing a Sargon motion to exclude his opinions as speculative and unreliable. The viability and timing of such a motion will need to be assessed after we receive and review the Rennick report, expected April 28, 2023. We will circulate an assessment memorandum on the Sargon question within one week of receiving the Rennick report.
D. Mediation Positioning
Regardless of the certification outcome, AMA should be prepared to mediate promptly after the Court's ruling on the class certification motion. The certification ruling — expected either at the July 28 hearing or shortly thereafter — will be the single most significant event shaping the parties' relative negotiating positions.
If certification is granted in part (the most likely outcome, as assessed above), mediation leverage shifts somewhat toward Plaintiffs, who will point to a certified class and the potential for a class-wide judgment. However, AMA retains strong defenses on the merits (the auto-deduction is a recording method, not a policy of denying breaks) and on damages (Rennick's inflated model is vulnerable to attack), which provide substantial countervailing negotiating leverage.
We have identified Hon. Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc. as a proposed mediator. Judge Okoro is a retired Los Angeles Superior Court Judge with 25 years on the bench and extensive experience mediating employment class actions. She has a reputation for rigorous evaluation of both sides' positions and for facilitating realistic settlement discussions. We recommend that AMA authorize us to propose Judge Okoro to Plaintiffs' counsel in the weeks following the certification ruling.
Our preliminary settlement range estimate — subject to refinement after the certification ruling and after further analysis of the data — is $10–15 million on a gross settlement amount (GSA) basis for the class action component, depending on the scope of any certified class. This range assumes partial certification of a meal period subclass and accounts for the strength of our merits and damages defenses. The PAGA component would be addressed within the same settlement, with a portion of the recovery allocated to PAGA penalties payable to the LWDA.
EPL Carrier Coordination. AMA's employment practices liability insurance is provided by Pemberton Mutual Assurance Co. under Policy No. PMA-EPL-2022-00837 ($5 million self-insured retention / $15 million policy limit). Pemberton has acknowledged coverage for this matter. Given the preliminary settlement range, any settlement above the $5 million SIR would implicate carrier participation, and we recommend engaging Pemberton's coverage counsel in advance of any mediation to establish the carrier's position on settlement authority and contribution above the retention. Early coordination with the carrier will avoid delays at mediation and will ensure that AMA has a clear understanding of its net exposure.
E. Briefing Schedule and Deadlines
The following table summarizes the key dates in the class certification briefing schedule:
All dates are calendared in the firm's deadline management system. We will circulate internal review drafts of the opposition brief beginning the week of May 29 and will schedule a moot session with the trial team during the week of June 5.
VI. CONCLUSION
Our strongest argument against class certification is the predominance/individualized inquiry argument, bolstered by the structural variation across AMA's 14 show units and 7 California production facilities. The auto-deduction system — while providing Plaintiffs with a superficially appealing common question — is a timekeeping method, not a substantive policy of denying meal breaks. Whether each employee was actually provided a compliant meal period depends on a constellation of individualized factors that cannot be resolved through common proof.
Partial certification is the most likely outcome, and our strategy should be designed to accomplish two objectives: (1) minimize the scope of any certified class by excluding rest period, off-the-clock, and derivative claims and by narrowing the meal period class to the most defensible parameters; and (2) preserve strong defenses on the merits and damages for use in settlement negotiations, which we anticipate will follow promptly after the certification ruling.
Immediate action items:
1.  Finalize expert coordination with Dr. Makhija (commonality/typicality) and Dr. Lindstrom (damages rebuttal), including scheduling the working session with Dr. Makhija during the week of April 17.
2.  Begin preparing operational declarations from Lorraine Okafor (SVP, Human Resources), Celine Arroyo (Director of Production Operations), and Karen Fong (Payroll Manager). Initial witness meetings should be scheduled for the week of April 3.
3.  Review Plaintiffs' class certification motion upon filing (expected April 14) and circulate an internal assessment memorandum within 72 hours.
4.  Review and assess Plaintiffs' expert report (Dr. Rennick, expected April 28), including evaluation of Sargon challenge viability, within one week of receipt.
5.  Prepare detailed opposition briefing according to the schedule outlined in Section V.E above.
6.  Coordinate with Pemberton Mutual Assurance Co. regarding carrier participation in any potential settlement above the $5 million SIR.
I am available to discuss this memorandum and the recommended strategy at your convenience. Please let me know if you would like to schedule a call with the full trial team before Plaintiffs' filing deadline.
Devon Archer Senior Associate Calderwood & Harkness LLP Employment Litigation Practice Group Direct: (213) 555-4187 devon.archer@calderwoodharkness.com
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT This document and the information contained herein are confidential and protected from disclosure by the attorney-client privilege and/or the work product doctrine. Any unauthorized disclosure, copying, or distribution of this document is strictly prohibited. If you have received this document in error, please notify Calderwood & Harkness LLP immediately.
Facility | Location | Attestation Usage Rate
Facility 1 | West Hollywood | 2.3% of eligible shifts
Facility 3 | Sherman Oaks | 4.1% of eligible shifts
Facility 5 | Hollywood | 1.8% of eligible shifts
Facility 6 | Santa Monica | 3.7% of eligible shifts
Event | Date
Plaintiffs' Class Certification Motion | April 14, 2023
Plaintiffs' Expert Report (Dr. Howard Rennick) | April 28, 2023
Defense Expert Report (Dr. Rajesh Makhija) | May 19, 2023
Defense Expert Report (Dr. Sarah Lindstrom) | June 9, 2023
AMA Opposition to Class Certification | June 16, 2023
Plaintiffs' Reply in Support of Certification | July 7, 2023
Class Certification Hearing — Hon. Raymond Escobedo, Dept. 34 | July 28, 2023

CALDERWOOD & HARKNESS LLP

INTERNAL MEMORANDUM

I. PURPOSE AND CONTEXT

III. DEFENSE ARGUMENTS

IV. ANTICIPATED OUTCOME AND PROBABILITY ASSESSMENT

V. STRATEGIC RECOMMENDATIONS AND ACTION ITEMS

VI. CONCLUSION

Record

Parties

Dates

Amounts