mpa-opposition-class-certification.docx

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

mpa-opposition-class-certification.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP Renata Vasquez (SBN 224578) Devon Archer (SBN 301462) 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200 Facsimile: (213) 555-7201

Email: rvasquez@calderwoodharkness.com

Email: darcher@calderwoodharkness.com

Attorneys for Defendant AURELIUS MEDIA AMERICAS INC.

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES — CENTRAL DISTRICT

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I. INTRODUCTION

Defendant Aurelius Media Americas Inc. ("AMA") respectfully submits this Memorandum of Points and Authorities in Opposition to Plaintiffs' Motion for Class Certification. AMA is a Delaware corporation and wholly owned subsidiary of Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales. AMA is headquartered at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069, and employs approximately 2,400 individuals in California and approximately 3,200 employees across the United States. For fiscal year 2022, AMA generated approximately $687.4 million in United States revenue. AMA is a significant employer in the entertainment production industry in Southern California, operating seven distinct production facilities and overseeing fourteen separate show units spanning unscripted programming, scripted development, digital content, live events, and post-production.

Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla seek to certify a sprawling class of approximately 1,850 current and former non-exempt, hourly employees spanning all seven of AMA's California production facilities, all fourteen distinct show units, and a class period of nearly five years — from November 1, 2018 through the date of preliminary approval. Plaintiffs' claims encompass meal period violations, rest period violations, off-the-clock and overtime violations, minimum wage violations, wage statement violations, and waiting time penalties. Their central theory is that AMA's NovaPay Solutions "TimeTrack Pro" electronic timekeeping system, through an automatic thirty-minute meal-period deduction feature, systematically denied meal period premium pay to every non-exempt employee at every facility, on every show, across the entire class period. Plaintiffs ask this Court to treat this diverse and heterogeneous workforce as a single, monolithic class.

AMA opposes class certification. The automatic deduction is a timekeeping mechanism — a method of recording time — not a substantive policy of denying meal periods. An employee who takes a full, compliant thirty-minute meal break is accurately compensated when the system deducts thirty minutes from the shift. Only an employee who does not actually take a meal break — and who does not report the missed break — is potentially underpaid. Whether that occurred for any given employee depends entirely on individualized circumstances: which facility the employee worked at, which show unit the employee was assigned to, which supervisor managed the employee's daily schedule, whether it was a shooting day or an office day, and what the employee actually did during the shift in question. These are not questions susceptible to class-wide resolution.

The evidence before this Court demonstrates that the putative class encompasses fundamentally different work environments. Studio-based unscripted shows such as "Kitchen Clash" operate on predictable eight-to-ten-hour days with regularly scheduled meal breaks. Field-based shows such as "Summit Challenge" involve twelve-to-sixteen-hour shoot days at remote outdoor locations where logistical challenges affect every aspect of the production schedule. Live events — concerts and award shows — impose unique timing constraints dictated by the live event itself. Post-production work is office-based, with regular schedules and standard break practices. Digital content production operates on a hybrid studio-and-remote model. The notion that a single class-wide adjudication could determine whether AMA "provided" compliant meal periods to every employee across these radically different work environments defies the requirements of California class certification law.

The Court should deny certification in its entirety. In the alternative, and only if the Court is inclined to certify any claim, AMA respectfully requests that certification be limited to a narrow subclass addressing the auto-deduction system at the three facilities — Facilities 2, 4, and 7 — where the Missed Meal Attestation feature was not activated during a portion of the class period, and only with respect to the first meal period claim. Certification should be denied for rest period claims, which lack any systemic evidence; for off-the-clock and overtime claims, which are inherently individualized; for minimum wage claims, which are entirely derivative; for wage statement claims, which are similarly derivative; and for waiting time penalty claims, which require individualized inquiries into each employee's circumstances at separation.

AMA presents this opposition supported by the declarations of Lorraine Okafor, Senior Vice President of Human Resources; Celine Arroyo, Director of Production Operations; Karen Fong, Payroll Manager; Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC, AMA's industrial and organizational expert; and Dr. Catherine Lindstrom of Hargrove Analytics Inc., AMA's economics and damages expert.

II. STATEMENT OF FACTS

A. AMA's California Operations

AMA operates seven California production facilities, each serving distinct functions within the company's entertainment production business. (Declaration of Celine Arroyo ("Arroyo Decl.") ¶¶ 3–10.) These facilities are:

1. Facility 1 — 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069: AMA's corporate headquarters and primary post-production center, housing executive offices, editorial suites, audio mixing stages, and color correction bays. Facility 1 also serves as the primary production location for several studio-based unscripted programs, including "Kitchen Clash." (Arroyo Decl. ¶ 4.)

2. Facility 2 — 4024 Penmark Strategy Partners Avenue, Studio City, California 91604: A two-stage production facility (Stage A and Stage B) dedicated to unscripted programming. Facility 2 houses multiple concurrent unscripted productions and is characterized by variable shooting schedules that fluctuate based on the production calendar for each show unit. (Arroyo Decl. ¶ 5.)

3. Facility 3 — 15301 Ventura Boulevard, Suite 300, Sherman Oaks, California 91403: AMA's digital content division, which produces short-form and social media content for AMA's portfolio of brands and shows. Facility 3 operates on a hybrid model, with some employees working in a studio environment and others working remotely. (Arroyo Decl. ¶ 6.)

4. Facility 4 — 3800 West Alameda Avenue, Burbank, California 91505: The hub for AMA's live events and field production division. This facility serves as the coordination and staging center for live concerts, award shows, and remote field productions, including the outdoor adventure competition series "Summit Challenge." Employees at Facility 4 frequently work at off-site locations with schedules dictated by the live event or field shoot. (Arroyo Decl. ¶ 7.)

5. Facility 5 — 1438 North Gower Street, Hollywood, California 90028: AMA's scripted development center, housing writers' rooms, development offices, and associated post-production editorial. Facility 5 operates on a more traditional office schedule. (Arroyo Decl. ¶ 8.)

6. Facility 6 — 2120 Colorado Avenue, Santa Monica, California 90404: AMA's e-commerce studio, producing product photography, video content, and related digital assets for AMA's consumer-facing businesses. This facility operates regular studio hours with scheduled shooting blocks. (Arroyo Decl. ¶ 9.)

7. Facility 7 — 888 North Sepulveda Boulevard, El Segundo, California 90245: A post-production annex facility housing overflow editorial, visual effects, and quality control operations. Facility 7 supplements the post-production capacity of Facility 1 during peak production periods. (Arroyo Decl. ¶ 10.)

Across these seven facilities, AMA operates fourteen distinct production or show units, all subject to Industrial Welfare Commission Wage Order 12 (Motion Picture Industry). (Arroyo Decl. ¶ 11.) These show units span fundamentally different production environments. Studio-based programs such as "Kitchen Clash" at Facility 1 operate on consistent eight-to-ten-hour production days with predictable schedules and well-defined meal break windows. (Arroyo Decl. ¶ 12.) By contrast, field-based shows such as "Summit Challenge," coordinated from Facility 4 but shot at remote outdoor locations throughout California and the western United States, involve twelve-to-sixteen-hour shoot days where logistical challenges — including weather, terrain, and travel to and from remote locations — affect every aspect of the daily production schedule. (Arroyo Decl. ¶ 13.) Live events productions at Facility 4, including concerts and award shows, are constrained by the timing of the live event itself, resulting in unique scheduling considerations that do not apply to any other division. (Arroyo Decl. ¶ 14.) Post-production work at Facilities 1, 5, and 7 is office-based, with regular eight-to-ten-hour schedules and standard break practices consistent with a typical office environment. (Arroyo Decl. ¶ 15.) Digital content production at Facility 3 operates on a hybrid studio-and-remote model with its own distinct workflows. (Arroyo Decl. ¶ 16.)

Critically, each show unit has its own Unit Production Manager ("UPM") or Line Producer who is responsible for the day-to-day scheduling of the production, including the scheduling and implementation of meal and rest breaks for the non-exempt employees assigned to that show. (Arroyo Decl. ¶ 17.) Supervisory practices vary not only from facility to facility but from show unit to show unit, and even from UPM to UPM within the same facility. (Arroyo Decl. ¶ 18.) This decentralized supervisory structure is a fundamental feature of entertainment production, where each show operates as a semi-autonomous unit with its own production demands, creative requirements, and scheduling realities. (Arroyo Decl. ¶ 19.)

B. AMA's Written Policies

AMA maintains a written Meal and Rest Break Policy, most recently revised in January 2019, which is distributed to all non-exempt employees at the time of hire and is available at all times through AMA's human resources portal. (Declaration of Lorraine Okafor ("Okafor Decl.") ¶ 5; Exh. A [Meal and Rest Break Policy, Rev. Jan. 2019].) The policy provides, in relevant part:

• All non-exempt employees are entitled to a thirty-minute uninterrupted, duty-free meal period for work periods exceeding five hours.

• All non-exempt employees are entitled to a second thirty-minute uninterrupted, duty-free meal period for work periods exceeding ten hours.

• All non-exempt employees are entitled to a ten-minute paid rest period for every four hours worked or major fraction thereof.

• Employees are instructed to notify their supervisor immediately if they are unable to take a compliant meal or rest period for any reason.

(Okafor Decl. ¶ 6; Exh. A.) AMA's Employee Handbook, revised in March 2021 and distributed to all employees at hire and available on the HR portal, reiterates these policies and emphasizes that AMA is committed to providing all legally required meal and rest periods. (Okafor Decl. ¶ 7; Exh. B [Employee Handbook, Rev. Mar. 2021].) Neither the Meal and Rest Break Policy nor the Employee Handbook contains any language authorizing or encouraging employees to skip, shorten, or delay meal or rest periods. To the contrary, both documents affirmatively direct employees to take their breaks and to report any inability to do so. (Okafor Decl. ¶ 8.)

C. TimeTrack Pro System and Auto-Deduction

On January 1, 2019, AMA transitioned from its prior manual timekeeping system to NovaPay Solutions' "TimeTrack Pro," an electronic punch-in and punch-out timekeeping platform. (Declaration of Karen Fong ("Fong Decl.") ¶ 4.) TimeTrack Pro records each employee's clock-in and clock-out times and calculates total hours worked for payroll purposes. (Fong Decl. ¶ 5.)

As configured by AMA's payroll department in consultation with NovaPay Solutions, the TimeTrack Pro system was set to automatically deduct thirty minutes from any shift of six hours or more to account for the employee's meal period. (Fong Decl. ¶ 6.) AMA acknowledges that the six-hour threshold was inconsistent with the requirements of IWC Wage Order 12, which triggers the first meal period obligation at five hours. (Fong Decl. ¶ 7.) This configuration error was identified and corrected to a five-hour threshold in December 2022. (Fong Decl. ¶ 8.) The auto-deduction was designed to function as a default timekeeping entry — it assumed that employees who worked shifts of six hours or more (later corrected to five hours) had taken a thirty-minute meal break, as required by AMA's policy and by law. (Fong Decl. ¶ 9.)

Importantly, TimeTrack Pro includes a built-in feature called the "Missed Meal Attestation" function. (Fong Decl. ¶ 10.) When activated, this feature presents employees at the end of each qualifying shift with a prompt asking whether they took a compliant meal period. If the employee indicates that a meal period was missed, shortened, or interrupted, the system automatically overrides the thirty-minute auto-deduction, restores the deducted time to the employee's recorded hours, and triggers a one-hour meal period premium payment on the employee's next paycheck. (Fong Decl. ¶ 11.) The attestation feature was designed to serve as a corrective mechanism — a means by which employees could, at the point of clock-out, report any meal period deficiency and receive immediate and automatic compensation. (Fong Decl. ¶ 12.)

D. Missed Meal Attestation Feature — Facility-Level Variation

The Missed Meal Attestation feature was activated at four of AMA's seven California facilities — Facilities 1, 3, 5, and 6 — during the initial system rollout in January 2019. (Fong Decl. ¶ 13.) The feature was not activated at Facilities 2 (Studio City), 4 (Burbank), and 7 (El Segundo), which transitioned to TimeTrack Pro in a second implementation wave in March 2019. (Fong Decl. ¶ 14.) Lorraine Okafor, AMA's Senior Vice President of Human Resources, has described this discrepancy as an "oversight during the second wave of system rollout" and has stated that it was not the product of any intentional decision to deny employees at those facilities access to the attestation mechanism. (Okafor Decl. ¶ 12.) The discrepancy was discovered in November 2022, following the initiation of this litigation, and the attestation feature was activated at all seven facilities in December 2022. (Okafor Decl. ¶ 13; Fong Decl. ¶ 15.)

At the four facilities where the attestation feature was active during the relevant period, usage rates were consistently low. Specifically, the percentage of qualifying shifts in which employees utilized the attestation feature to report a missed meal period was: 2.3% at the West Hollywood headquarters (Facility 1); 4.1% at the Sherman Oaks digital content facility (Facility 3); 1.8% at the Hollywood scripted development facility (Facility 5); and 3.7% at the Santa Monica e-commerce studio (Facility 6). (Fong Decl. ¶ 16.) These attestation rates mean that between 95.9% and 98.2% of employees at these four facilities, on any given qualifying shift, did not report a missed meal period. The most natural inference from this data is that the overwhelming majority of employees at these facilities actually received compliant meal periods. If employees were systematically being denied meal breaks, one would expect the attestation rates to be dramatically higher — not hovering between two and four percent. (Fong Decl. ¶ 17.)

E. Named Plaintiffs' Divergent Experiences

The three named Plaintiffs worked in three different divisions, at three different facilities, under different supervisors, and had materially different experiences with respect to meal and rest periods.

Marisol Fuentes was employed by AMA as a Production Coordinator in the Unscripted Programming Division at Facility 2 (Studio City) from March 14, 2019 through August 5, 2022, at an hourly rate of $28.50. (Fuentes Deposition Transcript ("Fuentes Depo.") at 34:8–17.) Ms. Fuentes testified that she "rarely" received a full thirty-minute meal period during shooting days, estimating that she received a compliant meal break on "maybe one out of every three or four shoot days." (Fuentes Depo. at 78:12–22.) She acknowledged, however, that on non-shooting days — which she described as days spent in the office preparing for upcoming shoots or handling administrative tasks — she "typically" received her meal break. (Fuentes Depo. at 81:3–11.) Ms. Fuentes further testified that she was unaware of the Missed Meal Attestation feature, which, as noted above, was never activated at Facility 2 during her employment. (Fuentes Depo. at 94:7–14.) Ms. Fuentes did not file any formal complaint with AMA's Human Resources department regarding missed meal or rest periods during her three-plus years of employment. (Fuentes Depo. at 97:18–25.)

Derek Halloran was employed by AMA as a Post-Production Assistant in the Digital Content Division at Facility 5 (Hollywood) from June 1, 2020 through November 30, 2022, at an hourly rate of $24.75. (Halloran Deposition Transcript ("Halloran Depo.") at 28:4–12.) Mr. Halloran testified that he "usually" received his meal break, but that during "crunch periods" — which he described as approximately two-to-three-week windows preceding content delivery deadlines — he was unable to take full thirty-minute breaks due to the intensity of the workload. (Halloran Depo. at 62:15–63:8.) Mr. Halloran was aware that the Missed Meal Attestation feature existed at Facility 5, but testified that he "never used it because nobody else did and I didn't want to cause problems." (Halloran Depo. at 71:4–12.) This testimony is significant for two reasons. First, it demonstrates that Mr. Halloran — an employee at a facility where the attestation feature was active — made a voluntary decision not to utilize the mechanism available to him. Second, his characterization of his own experience as "usually" receiving compliant breaks directly contradicts the class-wide narrative of systematic denial.

Yesenia Padilla was employed by AMA as a Segment Coordinator in the Live Events Division at Facility 4 (Burbank) from January 10, 2018 through May 17, 2022, at an hourly rate of $31.00. (Padilla Deposition Transcript ("Padilla Depo.") at 22:7–15.) Ms. Padilla testified that the nature of live events production made meal breaks "practically impossible" during live productions, such as concerts and award show tapings, because the live event dictated the production schedule and there was no natural pause during which a thirty-minute break could be taken. (Padilla Depo. at 55:3–19.) However, Ms. Padilla also acknowledged that live events constituted only a portion of her overall work schedule, and that during pre-production and post-production phases, she worked a more standard schedule. (Padilla Depo. at 58:11–22.) The attestation feature was not available at Facility 4 during Ms. Padilla's employment. (Fong Decl. ¶ 14.)

In sum, the three named Plaintiffs present a mosaic of individual experiences rather than a unified class narrative. Their testimony reveals divergent break experiences shaped by the unique characteristics of each employee's division, facility, supervisor, and day-to-day production schedule. This divergence is itself powerful evidence that the claims at issue require individualized adjudication.

F. Employee Complaints During Class Period

During the nearly five-year class period, AMA's Human Resources department received a total of fourteen formal complaints from non-exempt employees regarding meal or rest period issues. (Okafor Decl. ¶ 15.) These complaints were filed by employees at five of AMA's seven California facilities and across eight of the fourteen show units. (Okafor Decl. ¶ 16.) Each complaint was investigated individually by AMA's Human Resources team, typically in consultation with the UPM or Line Producer responsible for the show unit in question. (Okafor Decl. ¶ 17.) Of the fourteen complaints, nine resulted in a determination that a premium payment was owed and the appropriate premium was paid to the complaining employee. (Okafor Decl. ¶ 18.) The remaining five investigations concluded that compliant breaks had been provided and no premium was owed. (Okafor Decl. ¶ 19.)

The limited number of formal complaints — fourteen complaints from a workforce of approximately 1,850 putative class members over a nearly five-year period — is further evidence that AMA's meal and rest break practices did not result in the kind of systematic, class-wide violations Plaintiffs allege. While AMA does not contend that the absence of complaints is conclusive proof of compliance, the complaint data is consistent with a workforce that, as a general matter, received the meal and rest periods to which it was entitled.

G. Expert Analyses

AMA presents two expert analyses that bear directly on the class certification inquiry.

Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC, located in Mountain View, California, submitted an expert report dated May 19, 2023. (Declaration of Dr. Rajesh Makhija ("Makhija Decl."); Exh. A [Expert Report].) Dr. Makhija is an industrial and organizational psychologist who was retained to analyze the variation in work schedules, shift structures, supervisory practices, and meal period experiences across AMA's fourteen show units and seven facilities. Dr. Makhija's analysis demonstrates statistically significant differences in work schedules, shift lengths, overtime frequency, and meal period timing across the fourteen show units. (Makhija Decl. ¶ 12.) The percentage of shifts with self-reported missed meal periods ranged from a low of 2.1% for the studio-based "Kitchen Clash" program to a high of 18.7% for the field-based "Summit Challenge" program — a nearly ninefold difference. (Makhija Decl. ¶ 14.) Dr. Makhija further found that supervisory practices were "materially different" across all fourteen show units, with each UPM exercising individual discretion regarding break scheduling, production workflow, and the degree to which meal breaks were affirmatively facilitated or passively made available. (Makhija Decl. ¶ 16.) Dr. Makhija concluded that employee experiences with respect to meal and rest periods are "predominantly individualized" and "cannot be reliably generalized across the putative class." (Makhija Decl. ¶ 20.)

Dr. Catherine Lindstrom of Hargrove Analytics Inc., located in Los Angeles, California, submitted an expert report dated June 9, 2023. (Declaration of Dr. Catherine Lindstrom ("Lindstrom Decl."); Exh. A [Expert Report].) Dr. Lindstrom is an economist who was retained to evaluate the damages model proposed by Plaintiffs' expert, Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC in Palo Alto, California (report dated April 28, 2023). Dr. Rennick's model projects aggregate class damages of $38.6 million, composed of approximately $16.3 million in meal period premiums (calculated by treating approximately 593,600 net auto-deducted shifts as "missed" meals at an average hourly rate of approximately $27.50), approximately $8.4 million in rest period premiums (based on an assumed fifty-percent rest period violation rate derived from three employee declarations), approximately $12.2 million in overtime pay for off-the-clock work (based on an assumed 37.5 minutes of unrecorded work per shift), and additional PAGA penalties calculated at the maximum statutory rate. (Lindstrom Decl. ¶¶ 8–12.)

Dr. Lindstrom's critique identifies fundamental flaws in Dr. Rennick's methodology. Dr. Rennick's model assumes that every auto-deducted meal period — net of attestation overrides — was a "missed" meal period requiring a one-hour premium payment. (Lindstrom Decl. ¶ 14.) This assumption ignores the reality that the auto-deduction accurately reflects the time of employees who actually took their meal breaks. At facilities where the attestation feature was active, ninety-six to ninety-eight percent of employees did not report missed meals — strongly suggesting that those employees received compliant breaks. Dr. Rennick does not account for premiums already paid through the attestation system, effectively double-counting violations that were already remedied. (Lindstrom Decl. ¶ 16.) Dr. Rennick's fifty-percent rest period violation rate is based solely on the anecdotal testimony of three individual employees — not on any statistical analysis, survey, time-study, or data. (Lindstrom Decl. ¶ 18.) His assumption of 37.5 minutes of off-the-clock work per shift is a midpoint of a range alleged by Plaintiffs with no empirical support whatsoever. (Lindstrom Decl. ¶ 19.) Dr. Rennick treats all facilities and show units as homogeneous, conducting no facility-level or show-unit-level analysis despite the profound operational differences documented by Dr. Makhija. (Lindstrom Decl. ¶ 21.)

Dr. Lindstrom's alternative calculation, which accounts for the attestation override data, adjusts for facilities where attestation was unavailable using conservative assumptions drawn from the available data, and applies appropriate facility-level and show-unit-level variation, yields an aggregate damages estimate of approximately $5.8 million — less than one-sixth of Dr. Rennick's projection. (Lindstrom Decl. ¶ 23.)

III. LEGAL STANDARD FOR CLASS CERTIFICATION

Under Code of Civil Procedure section 382 and California Rules of Court, Rule 3.764, a plaintiff seeking class certification bears the burden of establishing each of the following prerequisites: (1) an ascertainable class; (2) a community of interest among class members, which encompasses the requirements of predominance of common questions, typicality, and adequacy of representation; and (3) that a class action is the superior method for adjudicating the controversy. (Sav-On Drug Stores, Inc. v. Superior Court (2004) 34 Cal.4th 319, 326.) The party seeking certification bears the burden of establishing these elements by a preponderance of the evidence. (Ibid.) Although the trial court's role at the certification stage is not to adjudicate the merits of the claims, it must nonetheless rigorously analyze whether the prerequisites for class treatment are met and may consider the merits to the extent relevant to the certification inquiry. (Duran v. U.S. Bank Nat'l Ass'n (2014) 59 Cal.4th 1, 28.)

The California Supreme Court's decision in Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004 is the controlling authority on meal period claims in the class certification context. The Brinker Court held that an employer's obligation under the Labor Code and applicable IWC wage orders is to "provide" a meal period — that is, to make it available to the employee, not to ensure that the employee actually takes it. (53 Cal.4th at 1040.) Whether an employer "provided" a compliant meal period in any given instance depends on whether the employer relieved the employee of all duty, relinquished control over the employee's activities, and permitted a reasonable opportunity for the employee to take an uninterrupted thirty-minute break. (Id. at 1040–1041.) This inquiry is inherently fact-specific: it turns on the actual circumstances of each employee's work experience, not solely on the existence or absence of a written policy.

The community of interest requirement demands that common questions of law or fact predominate over individual questions. (Sav-On, 34 Cal.4th at 326.) The Sav-On Court explained that commonality requires that there be "substantial common questions of law or fact" whose resolution "will affect all or a significant number of putative class members." (Ibid.) Where the employer's policy is facially lawful, the central question becomes whether individual employees actually received compliant breaks — and that question depends on individualized evidence. (Dailey v. Sears, Roebuck & Co. (2013) 214 Cal.App.4th 974, 988–989.) In Dailey, the Court of Appeal reversed a certification order where the employer's written meal and rest break policies complied with the law and the alleged violations arose from individualized supervisory decisions, not from any uniform unlawful practice. (Id. at 989–991.)

The California Supreme Court's decision in Duran v. Quillon Commerce Bank (2014) 59 Cal.4th 1 further instructs that the trial court must "carefully evaluate the nature of the claims and defenses" to determine whether class treatment is appropriate. (Id. at 29.) Class treatment is not appropriate where "significant individual issues" exist that would render a class-wide adjudication unmanageable or unreliable. (Ibid.) The Duran Court emphasized that statistical or representative evidence cannot be used in a manner that deprives the defendant of its right to present individualized defenses. (Id. at 36–37.)

Finally, the United States Supreme Court's decision in Granite Harbor Partners LLC v. Behrend (2013) 569 U.S. 27 establishes that a damages model must match the theory of liability. A model that "cannot measure damages on a classwide basis" through common proof defeats the predominance requirement. (Id. at 35.) While California courts apply this principle with some flexibility, the core requirement remains: "At the class certification stage, the party seeking certification must present a damages model that is 'susceptible of measurement across the entire class.'" (Id. at 34.)

IV. ARGUMENT

A. Common Questions Do Not Predominate Over Individual Questions

1. The Auto-Deduction Is a Timekeeping Method, Not a Substantive Policy of Denying Breaks

Plaintiffs' theory of class-wide liability rests on a fundamental conceptual error: the conflation of a timekeeping mechanism with a substantive employment practice. The TimeTrack Pro automatic meal-period deduction records time — it does not deny breaks. When an employee works a shift of six or more hours (now corrected to five or more hours) and takes a full thirty-minute meal break, the auto-deduction accurately reflects the time the employee spent on break. The employee is correctly compensated for all time worked. Only an employee who does not actually take a break — and whose time records therefore overstate the break time and understate compensable work time — is potentially underpaid. Whether that occurred for any particular employee on any particular shift is an individualized question that cannot be resolved on a class-wide basis.

Under Brinker, the dispositive question is whether AMA "provided" meal periods to its employees — that is, whether AMA made meal periods available, relieved employees of duty, relinquished control over their activities, and permitted a reasonable opportunity for them to take an uninterrupted thirty-minute break. (53 Cal.4th at 1040.) This inquiry is necessarily employee-specific, not system-wide. The TimeTrack Pro auto-deduction tells the Court nothing about whether any individual employee was actually denied a break. It tells the Court only how time was recorded.

The auto-deduction is facially neutral. It does not impose a policy of denying breaks; it assumes compliance with AMA's written meal period policy and provides an override mechanism — the Missed Meal Attestation feature — for instances in which compliance did not occur. Plaintiffs' attempt to characterize "auto-deduction" as tantamount to "auto-denial" conflates a recording method with a substantive employment practice. A payroll system that assumes employees took the breaks they were required to take is not a policy that prevents them from taking those breaks. If anything, the auto-deduction operates on the assumption that the employer's obligation to provide breaks has been satisfied — an assumption that is accurate for the vast majority of shifts, as demonstrated by the 96% to 98% non-attestation rates at facilities where the override mechanism was available.

Plaintiffs have identified no written policy, no directive from management, no training material, and no communication of any kind instructing supervisors or employees that meal breaks should not be taken, should be shortened, or should be skipped. To the contrary, AMA's written policies affirmatively require that meal breaks be provided and instruct employees to report any inability to take a compliant break. (Okafor Decl. ¶¶ 5–8.) In the absence of an unlawful policy, Plaintiffs' claims reduce to the contention that individual employees, at various facilities, on various shows, under various supervisors, did not actually receive the breaks to which they were entitled — a contention that can only be evaluated employee by employee, shift by shift.

2. The Meal Period Claim Requires Individualized Inquiry Across 14 Show Units and 7 Facilities

Even if the auto-deduction could be characterized as a common issue — which it cannot — the predominance of individualized questions across AMA's fourteen show units and seven facilities would independently defeat class certification.

Dr. Makhija's expert analysis demonstrates that AMA's fourteen show units operate in materially different environments with statistically significant variation in shift lengths, scheduling patterns, overtime frequency, and meal period experiences. (Makhija Decl. ¶¶ 12–18.) The data is striking: the percentage of shifts with self-reported missed meal periods ranges from 2.1% for the studio-based "Kitchen Clash" program to 18.7% for the field-based "Summit Challenge" program — a nearly ninefold difference. (Makhija Decl. ¶ 14.) This is not marginal variation; it is a fundamental difference in the frequency and nature of meal period issues across different segments of the putative class.

The reasons for this variation are readily apparent from the operational realities of entertainment production:

• Studio-based unscripted shows (e.g., "Kitchen Clash" at Facility 1): These programs operate on predictable eight-to-ten-hour production days with scheduled meal breaks built into the daily call sheet. Production takes place on a controlled soundstage where the pace of production is largely within the UPM's control. Meal breaks are taken at regular intervals, typically at a designated craft services area within the facility. The 2.1% self-reported missed meal rate for "Kitchen Clash" reflects a production environment in which compliant breaks are the norm. (Arroyo Decl. ¶ 12; Makhija Decl. ¶ 14.)

• Field-based shows (e.g., "Summit Challenge" coordinated from Facility 4): These programs involve twelve-to-sixteen-hour shoot days at remote outdoor locations — mountain trails, desert sites, coastal areas — where logistical challenges affect every aspect of the production schedule, including the timing and implementation of meal breaks. Transportation to and from shooting locations, weather delays, and the physical demands of outdoor production all create unique obstacles to break compliance that do not exist in a studio environment. The 18.7% self-reported missed meal rate for "Summit Challenge" reflects these logistical realities. (Arroyo Decl. ¶ 13; Makhija Decl. ¶ 14.)

• Live events productions (concerts, award shows at Facility 4): The timing of live events is dictated by the live performance itself. A concert or award show broadcast begins at a fixed time and proceeds without interruption; production staff must be available throughout. The constraints on break timing during a live event are fundamentally different from those in any other production context. (Arroyo Decl. ¶ 14.)

• Post-production (office-based at Facilities 1, 5, 7): Editors, assistant editors, quality control technicians, and other post-production personnel work in an office environment with regular eight-to-ten-hour schedules. Meal breaks are taken at the employee's desk, in a break room, or at nearby restaurants. The production pressures that affect on-set employees — live events, shooting schedules, location logistics — do not apply. (Arroyo Decl. ¶ 15.)

• Digital content (hybrid studio/remote at Facility 3): The digital content division operates on its own production calendar with a mix of studio shooting and remote work, creating yet another distinct work environment. (Arroyo Decl. ¶ 16.)

Beyond the facility-level and show-unit-level differences, the evidence establishes that each show unit's UPM or Line Producer exercises individual discretion over break scheduling. (Arroyo Decl. ¶¶ 17–18.) Whether a particular employee received a compliant meal break on a particular day depends on: which show unit the employee was assigned to; which facility the employee worked at; which UPM or Line Producer managed the show that day; whether it was a shooting day, a pre-production day, or a post-production day; the specific demands of the production schedule on that day; and the individual employee's actions with respect to the break opportunity provided. These are quintessentially individualized inquiries.

This variability defeats the predominance requirement. A class-wide determination of whether AMA "provided" compliant meal periods is simply not possible without examining each employee's individual circumstances. As the California Supreme Court emphasized in Duran, class treatment is not appropriate where "significant individual issues" would predominate over common questions. (59 Cal.4th at 29.) Here, the individual issues are not merely "significant" — they are overwhelming.

3. The Attestation Feature Variation Does Not Create a Uniform Common Question

Plaintiffs contend that the inconsistent activation of the Missed Meal Attestation feature across AMA's seven facilities creates a universal deficiency that unifies the class. This argument fails for multiple reasons.

First, the facility-level split in attestation feature availability actually demonstrates the opposite of Plaintiffs' thesis: it shows that different facilities had different systems in place, raising different questions about liability and damages. At the four facilities where the attestation feature was active (Facilities 1, 3, 5, and 6), employees had a mechanism to report missed meals and trigger automatic premium payments. At the three facilities where the feature was not activated (Facilities 2, 4, and 7), employees did not have this specific electronic mechanism during the period from March 2019 to December 2022. These are materially different circumstances that would require, at minimum, subclassing — not the monolithic certification Plaintiffs seek.

Second, at the four facilities where the attestation feature was active, usage rates of two to four percent are most naturally explained by employees actually taking compliant meal periods — not by ignorance, suppression, or deterrence. If ninety-six to ninety-eight percent of employees on any given qualifying shift did not report a missed meal, the most reasonable inference is that those employees received the breaks to which they were entitled. Plaintiffs offer no evidence of a systematic campaign to suppress attestation usage. The one named Plaintiff who was aware of the attestation feature — Mr. Halloran — testified that he did not use it because "nobody else did and I didn't want to cause problems." (Halloran Depo. at 71:4–12.) But this is a statement about Mr. Halloran's individual decision-making, not evidence of a class-wide policy of deterrence. Whether each employee at an attestation-active facility knew about the feature, understood how to use it, and chose not to use it for reasons specific to that employee is an individualized inquiry.

Third, even at the three facilities where the attestation feature was not activated, AMA's written Meal and Rest Break Policy directed employees to notify their supervisors immediately if they were unable to take a compliant break. (Okafor Decl. ¶ 6; Exh. A.) This provided an alternative reporting mechanism. Whether individual employees at Facilities 2, 4, and 7 utilized this alternative mechanism — and if not, why not — is again an individualized question.

Fourth, Plaintiffs' implicit "functionally equivalent" argument — that a mechanism no one uses is the same as no mechanism at all — is speculative and unsupported. To credit this argument, the Court would have to assume, without evidence, that every employee who did not attest was deterred, uninformed, or suppressed. The evidence does not support this assumption. To the contrary, the low attestation rates are consistent with a high rate of break compliance. Resolving whether any individual employee's non-use of the attestation feature reflected compliance, ignorance, or suppression would require individualized evidence about that employee's knowledge, awareness, and decision-making process — precisely the type of mini-trial that class treatment is designed to avoid.

4. Rest Period Claims Cannot Be Adjudicated Class-Wide

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. (Fong Decl. ¶ 20.) This is standard practice in the California entertainment industry and across industries generally: because rest periods are paid time, employers are not required to track rest period start and end times, and AMA's timekeeping system does not do so. (See IWC Wage Order 12-2001, § 12(A) [rest periods are counted as hours worked].)

The absence of rest period data means there is no systemic evidence — no data set, no electronic records, no attestation data — from which the Court could determine whether rest period violations occurred on a class-wide basis. Plaintiffs offer only the anecdotal declarations of three employees — three employees working in three different divisions, at three different facilities, under different supervisors — to support their contention of class-wide rest period violations. Extrapolating from three individuals to 1,850 class members is not a basis for class certification.

Under Brinker, the employer's obligation with respect to rest periods is to "authorize and permit" them. (53 Cal.4th at 1033.) Whether AMA authorized and permitted rest periods for each individual employee cannot be determined from common proof because there is no common proof to evaluate. The Court would be required to examine the experience of each individual employee — what rest periods were offered, whether the employee took them, and whether any failure to take a rest period was the result of AMA's actions or the employee's own choices — on an employee-by-employee basis.

Certification of rest period claims should be denied. The Court of Appeal's decision in Dailey is directly on point: certification of rest period claims was properly denied where the employer's written policy complied with the law and the alleged violations arose from individualized circumstances rather than a uniform unlawful practice. (214 Cal.App.4th at 989.)

5. Off-the-Clock / Overtime Claims Are Inherently Individualized

Plaintiffs allege that AMA non-exempt employees routinely performed approximately thirty to forty-five minutes of pre-shift setup work and approximately fifteen to thirty minutes of post-shift wrap work that was not recorded in TimeTrack Pro and for which they were not compensated. These claims are inherently individualized and wholly unsuitable for class treatment.

By definition, off-the-clock work is work that is not recorded in the employer's timekeeping system. There is therefore no common data set — no time records, no system entries, no electronic evidence — from which the Court could determine on a class-wide basis whether off-the-clock work occurred, when it occurred, for how long it occurred, or which employees were affected. The very nature of the claim precludes the use of common proof.

Whether any individual employee performed off-the-clock work depends on a constellation of employee-specific factors: the employee's specific role (production coordinators, camera operators, editors, craft services personnel, and sound technicians all have different pre-shift and post-shift responsibilities); the show unit's workflow and daily call sheet; the call time and wrap time for that day's production; the specific tasks performed before clocking in or after clocking out; and the expectations and directives of the employee's individual supervisor. These factors vary not only from employee to employee but from day to day within a single employee's work experience.

Critically, Plaintiffs offer no evidence that AMA maintained a policy requiring off-the-clock work. AMA's written policies require employees to record all time worked. (Okafor Decl. ¶ 9; Exh. B [Employee Handbook, Rev. Mar. 2021], at p. 34.) Any instances of unrecorded work are, by definition, departures from AMA's policy — individual supervisory lapses or individual employee decisions, not systemic practices susceptible to class-wide adjudication. The "suffered or permitted" standard under which Plaintiffs seek to impose liability is itself inherently individualized: whether AMA "suffered or permitted" any particular employee to work off the clock depends on what the employer knew or should have known about that employee's specific work practices.

Certification of the off-the-clock and overtime claims should be denied.

6. Wage Statement, Minimum Wage, and Waiting Time Penalty Claims Are Derivative

Plaintiffs' remaining claims — for wage statement violations under California Labor Code section 226, for minimum wage violations under Labor Code sections 1197 and 1197.1, and for waiting time penalties under Labor Code sections 201 through 203 — are entirely derivative of the underlying meal period, rest period, and off-the-clock claims. They do not present independent common questions that could support class certification.

The wage statement claim alleges that AMA's wage statements were inaccurate because they reflected the auto-deducted meal period time rather than actual time worked. But if the auto-deduction accurately reflected the time worked — because the employee actually took a compliant meal break — then the wage statement was accurate. Whether the wage statement was accurate for any given employee on any given pay period depends on whether that employee actually took the breaks reflected in the time records, which is the same individualized inquiry discussed above.

The minimum wage claim alleges that uncompensated off-the-clock time reduced the effective hourly rate below minimum wage. This claim is derivative of the off-the-clock claim: only if an employee performed uncompensated off-the-clock work, and only if the amount of uncompensated work was sufficient to reduce the effective hourly rate below the applicable minimum wage threshold, would a violation exist. Both of these determinations are individualized.

The waiting time penalty claim under Labor Code sections 201 through 203 depends on whether individual class members were owed unpaid wages at the time of their separation from employment. This requires an individualized inquiry into each former employee's circumstances at separation — including whether any wages were actually owed, the amount of any unpaid wages, and whether the employer's failure to pay was "willful" within the meaning of the statute.

If the underlying claims require individualized proof — as they do — then these derivative claims require individualized proof as well. They should not be separately certified.

B. Plaintiffs' Damages Model Is Not a Viable Common Methodology

Under Granite Harbor Partners LLC v. Behrend, 569 U.S. at 35, a class action damages model must be "capable of measurement across the entire class" using common proof and must correspond to the theory of liability on which the class seeks to proceed. A model that measures damages arising from conduct not alleged, or that cannot reliably distinguish injured from uninjured class members, fails the predominance requirement and precludes certification. While California courts have applied Northgate Enterprises with some flexibility, recognizing that perfect congruence between the liability theory and the damages model is not always required, the fundamental principle remains: damages must be susceptible of common proof.

Dr. Rennick's damages model fails both requirements. His methodology does not match Plaintiffs' theory of liability, and it cannot reliably measure damages across the class.

1. The 100% Violation Assumption Is Unsupported

The most fundamental flaw in Dr. Rennick's model is his assumption that every auto-deducted meal period — net of attestation overrides — constitutes a "missed" meal period requiring a one-hour premium payment. Dr. Rennick calculates approximately 593,600 net auto-deducted shifts across the class period. He then multiplies this figure by the average hourly rate of approximately $27.50 to arrive at approximately $16.3 million in meal period premiums alone. (Lindstrom Decl. ¶ 10.)

This assumption treats the auto-deduction as proof of a violation — when, as discussed above, the auto-deduction is actually the mechanism by which compliant meal periods are recorded. An employee who takes a full thirty-minute break is accurately compensated by the auto-deduction. The auto-deduction is evidence of compliance for those employees, not evidence of a violation.

At the four facilities where the attestation feature was active, ninety-six to ninety-eight percent of employees did not report missed meals on any given qualifying shift. Dr. Rennick treats all of those non-attestation shifts as violations. But the more natural inference — and the inference supported by the evidence — is that those employees actually took their breaks. If Dr. Rennick's assumption were correct, one would have to believe that approximately 96% to 98% of employees at four different facilities were systematically denied meal breaks and yet, when presented with a mechanism to report the violation and receive automatic compensation, chose not to do so. That assumption is not merely unsupported — it is implausible.

Dr. Rennick's model does not attempt to determine how many employees actually missed meal breaks. He does not survey employees, analyze supervisory records, review production call sheets, or employ any methodology to distinguish employees who took compliant breaks from those who did not. He simply assumes that every auto-deducted shift is a violation. This is not a damages methodology — it is an assumption dressed up as arithmetic.

2. The Rest Period and Off-the-Clock Assumptions Lack Empirical Basis

Dr. Rennick's rest period and off-the-clock damages calculations are similarly infirm.

His fifty-percent rest period violation rate is derived from the deposition testimony of the three named Plaintiffs and is not supported by any statistical analysis, survey, time-study, or data of any kind. (Lindstrom Decl. ¶ 18.) Extrapolating from the experiences of three employees — working in three different divisions, at three different facilities, under different supervisors — to a class of 1,850 employees across fourteen show units is the type of speculative, unreliable methodology that Duran and Sargon require courts to reject.

His assumption of 37.5 minutes of off-the-clock work per shift is a midpoint of the thirty-to-forty-five-minute range alleged by Plaintiffs with respect to pre-shift work, combined with a midpoint of the fifteen-to-thirty-minute range alleged for post-shift work. (Lindstrom Decl. ¶ 19.) This figure has no empirical basis. It is not derived from time records (none exist for off-the-clock work, by definition), from surveys, from observations, or from any other reliable data source. It is an assumption built on Plaintiffs' allegations — not evidence.

3. No Facility-Level or Show-Unit-Level Analysis

Dr. Rennick's model treats all seven facilities and all fourteen show units as a single, homogeneous class, applying uniform violation rates and uniform time assumptions across the entire putative class. (Lindstrom Decl. ¶ 21.) This approach is directly contrary to the unrebutted evidence of significant operational variation across AMA's facilities and show units, as documented by Dr. Makhija's expert analysis. A damages model that ignores the fundamental structural differences in the defendant's operations — differences that result in a nearly ninefold variation in self-reported missed meal rates — cannot reliably measure class-wide damages.

Dr. Lindstrom's alternative calculation, which accounts for these variations and adjusts for available data, yields an aggregate damages estimate of approximately $5.8 million — less than one-sixth of Dr. Rennick's $38.6 million projection. (Lindstrom Decl. ¶ 23.) The dramatic disparity between these figures illustrates the extent to which Dr. Rennick's model is inflated by unsupported assumptions.

4. Evidentiary Objections to Dr. Rennick's Report

AMA has filed separate evidentiary objections to Dr. Rennick's expert report (Document 88 in the Court's file). Those objections are made pursuant to California Evidence Code sections 801 and 802 and the California Supreme Court's decision in Sargon Enterprises, Inc. v. University of Southern California (2012) 55 Cal.4th 747. AMA objects on three principal grounds: (1) Dr. Rennick's foundational assumption — that every auto-deducted shift constitutes a meal period violation — lacks evidentiary support and renders his entire analysis unreliable; (2) Dr. Rennick's extrapolation from three employee declarations to a class of 1,850 employees, without any facility-level or show-unit-level analysis, is speculative and methodologically unsound; and (3) Dr. Rennick's calculation of PAGA penalties at the maximum statutory rate ignores the trial court's discretion to reduce penalties under Labor Code section 2699(e)(2), rendering his penalty estimate unreliable as a measure of actual exposure. AMA incorporates those objections here by reference and respectfully requests that the Court sustain them in connection with the class certification analysis.

C. The Named Plaintiffs Are Not Typical of the Putative Class

Typicality requires that the named plaintiffs' claims be "reasonably co-extensive with those of absent class members." (Sav-On Drug Stores, Inc. v. Superior Court, 34 Cal.4th at 326.) "The test of typicality is whether other members have the same or similar injury, whether the action is based on conduct which is not unique to the named plaintiffs, and whether other class members have been injured by the same course of conduct." (Ibid.)

The three named Plaintiffs do not satisfy this requirement. They worked in three different divisions — Unscripted Programming, Digital Content / Post-Production, and Live Events — at three different facilities — Facility 2 (Studio City), Facility 5 (Hollywood), and Facility 4 (Burbank) — under different supervisors, and had materially different experiences with respect to meal and rest periods.

Ms. Fuentes, who worked in unscripted programming at Facility 2, testified that she "rarely" received compliant meal breaks on shooting days, but "typically" received breaks on non-shooting days. (Fuentes Depo. at 78:12–22; 81:3–11.) Her experience is specific to the production cycle of her particular show unit and the supervisory practices of her particular UPM. Moreover, she worked at a facility where the Missed Meal Attestation feature was not activated — a circumstance shared by employees at only three of seven facilities. Her experience is not typical of the hundreds of employees at Facilities 1, 3, 5, and 6, where the attestation feature was active and where employees had the ability to report missed meals electronically.

Mr. Halloran, who worked in post-production at Facility 5, testified that he "usually" received his meal break. (Halloran Depo. at 62:15–63:8.) This testimony directly contradicts the class narrative of systematic denial. An employee who "usually" receives compliant breaks is not a typical representative of a class that alleges breaks were systematically denied. Mr. Halloran's testimony suggests that his experience was one of general compliance punctuated by occasional exceptions during crunch periods — a far cry from the sweeping deprivation alleged in the complaint.

Ms. Padilla, who worked in live events at Facility 4, testified that meal breaks were "practically impossible" during live productions. (Padilla Depo. at 55:3–19.) Her experience is unique to the live events division and is driven by the inherent constraints of live event production — constraints that do not apply to studio-based, post-production, or digital content employees. Her claims are not typical of the class as a whole; they are typical, at most, of the small subset of employees who worked in live events production.

These three divergent experiences do not represent a unified class experience. They represent three distinct employment contexts, each shaped by the unique characteristics of the employee's division, facility, supervisor, and daily work schedule. Named plaintiffs whose experiences diverge from one another to this degree cannot serve as typical representatives of a class of 1,850 employees spanning the full range of AMA's operations.

D. The Named Plaintiffs Are Not Adequate Class Representatives

Adequacy of representation requires that the class representatives "fairly and adequately protect the interests of the class." (Cal. Rules of Court, Rule 3.764(a).) The adequacy inquiry examines whether the named plaintiffs have interests that are antagonistic to, or in conflict with, the interests of absent class members. Where such conflicts exist, the named plaintiffs cannot serve as adequate representatives.

Several potential intra-class conflicts undermine adequacy here.

Current employees versus former employees. The putative class includes both current and former AMA employees. Current employees benefit from AMA's corrective measures implemented in December 2022, including the activation of the attestation feature at all seven facilities and the correction of the auto-deduction threshold from six hours to five hours. Current employees may have an interest in a resolution that acknowledges these corrective measures and focuses prospective relief on ensuring ongoing compliance. Former employees, by contrast, have no interest in prospective relief and seek to maximize damages for past violations. These divergent interests create a structural conflict that the named Plaintiffs — two of whom are former employees (Fuentes and Padilla) and one of whom separated during the litigation (Halloran) — cannot bridge.

Employees at attestation-active facilities versus employees at attestation-inactive facilities. Employees at the four facilities where the attestation feature was active (Facilities 1, 3, 5, and 6) face different liability questions and different defenses than employees at the three facilities where the feature was not activated (Facilities 2, 4, and 7). At the attestation-active facilities, AMA will argue that the availability of the override mechanism demonstrates that breaks were "provided" and that employees who did not attest to missed meals actually received compliant breaks. At the attestation-inactive facilities, this defense is not available, and the analysis turns on whether AMA's written policies and supervisory practices independently satisfied the "provide" standard. These are fundamentally different liability frameworks th

CALDERWOOD & HARKNESS LLP Renata Vasquez (SBN 224578) Devon Archer (SBN 301462) 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200 Facsimile: (213) 555-7201
Email: rvasquez@calderwoodharkness.com
Email: darcher@calderwoodharkness.com
Attorneys for Defendant AURELIUS MEDIA AMERICAS INC.
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES — CENTRAL DISTRICT
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I. INTRODUCTION
Defendant Aurelius Media Americas Inc. ("AMA") respectfully submits this Memorandum of Points and Authorities in Opposition to Plaintiffs' Motion for Class Certification. AMA is a Delaware corporation and wholly owned subsidiary of Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales. AMA is headquartered at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069, and employs approximately 2,400 individuals in California and approximately 3,200 employees across the United States. For fiscal year 2022, AMA generated approximately $687.4 million in United States revenue. AMA is a significant employer in the entertainment production industry in Southern California, operating seven distinct production facilities and overseeing fourteen separate show units spanning unscripted programming, scripted development, digital content, live events, and post-production.
Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla seek to certify a sprawling class of approximately 1,850 current and former non-exempt, hourly employees spanning all seven of AMA's California production facilities, all fourteen distinct show units, and a class period of nearly five years — from November 1, 2018 through the date of preliminary approval. Plaintiffs' claims encompass meal period violations, rest period violations, off-the-clock and overtime violations, minimum wage violations, wage statement violations, and waiting time penalties. Their central theory is that AMA's NovaPay Solutions "TimeTrack Pro" electronic timekeeping system, through an automatic thirty-minute meal-period deduction feature, systematically denied meal period premium pay to every non-exempt employee at every facility, on every show, across the entire class period. Plaintiffs ask this Court to treat this diverse and heterogeneous workforce as a single, monolithic class.
AMA opposes class certification. The automatic deduction is a timekeeping mechanism — a method of recording time — not a substantive policy of denying meal periods. An employee who takes a full, compliant thirty-minute meal break is accurately compensated when the system deducts thirty minutes from the shift. Only an employee who does not actually take a meal break — and who does not report the missed break — is potentially underpaid. Whether that occurred for any given employee depends entirely on individualized circumstances: which facility the employee worked at, which show unit the employee was assigned to, which supervisor managed the employee's daily schedule, whether it was a shooting day or an office day, and what the employee actually did during the shift in question. These are not questions susceptible to class-wide resolution.
The evidence before this Court demonstrates that the putative class encompasses fundamentally different work environments. Studio-based unscripted shows such as "Kitchen Clash" operate on predictable eight-to-ten-hour days with regularly scheduled meal breaks. Field-based shows such as "Summit Challenge" involve twelve-to-sixteen-hour shoot days at remote outdoor locations where logistical challenges affect every aspect of the production schedule. Live events — concerts and award shows — impose unique timing constraints dictated by the live event itself. Post-production work is office-based, with regular schedules and standard break practices. Digital content production operates on a hybrid studio-and-remote model. The notion that a single class-wide adjudication could determine whether AMA "provided" compliant meal periods to every employee across these radically different work environments defies the requirements of California class certification law.
The Court should deny certification in its entirety. In the alternative, and only if the Court is inclined to certify any claim, AMA respectfully requests that certification be limited to a narrow subclass addressing the auto-deduction system at the three facilities — Facilities 2, 4, and 7 — where the Missed Meal Attestation feature was not activated during a portion of the class period, and only with respect to the first meal period claim. Certification should be denied for rest period claims, which lack any systemic evidence; for off-the-clock and overtime claims, which are inherently individualized; for minimum wage claims, which are entirely derivative; for wage statement claims, which are similarly derivative; and for waiting time penalty claims, which require individualized inquiries into each employee's circumstances at separation.
AMA presents this opposition supported by the declarations of Lorraine Okafor, Senior Vice President of Human Resources; Celine Arroyo, Director of Production Operations; Karen Fong, Payroll Manager; Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC, AMA's industrial and organizational expert; and Dr. Catherine Lindstrom of Hargrove Analytics Inc., AMA's economics and damages expert.
II. STATEMENT OF FACTS
A. AMA's California Operations
AMA operates seven California production facilities, each serving distinct functions within the company's entertainment production business. (Declaration of Celine Arroyo ("Arroyo Decl.") ¶¶ 3–10.) These facilities are:
1. Facility 1 — 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069: AMA's corporate headquarters and primary post-production center, housing executive offices, editorial suites, audio mixing stages, and color correction bays. Facility 1 also serves as the primary production location for several studio-based unscripted programs, including "Kitchen Clash." (Arroyo Decl. ¶ 4.)
2. Facility 2 — 4024 Penmark Strategy Partners Avenue, Studio City, California 91604: A two-stage production facility (Stage A and Stage B) dedicated to unscripted programming. Facility 2 houses multiple concurrent unscripted productions and is characterized by variable shooting schedules that fluctuate based on the production calendar for each show unit. (Arroyo Decl. ¶ 5.)
3. Facility 3 — 15301 Ventura Boulevard, Suite 300, Sherman Oaks, California 91403: AMA's digital content division, which produces short-form and social media content for AMA's portfolio of brands and shows. Facility 3 operates on a hybrid model, with some employees working in a studio environment and others working remotely. (Arroyo Decl. ¶ 6.)
4. Facility 4 — 3800 West Alameda Avenue, Burbank, California 91505: The hub for AMA's live events and field production division. This facility serves as the coordination and staging center for live concerts, award shows, and remote field productions, including the outdoor adventure competition series "Summit Challenge." Employees at Facility 4 frequently work at off-site locations with schedules dictated by the live event or field shoot. (Arroyo Decl. ¶ 7.)
5. Facility 5 — 1438 North Gower Street, Hollywood, California 90028: AMA's scripted development center, housing writers' rooms, development offices, and associated post-production editorial. Facility 5 operates on a more traditional office schedule. (Arroyo Decl. ¶ 8.)
6. Facility 6 — 2120 Colorado Avenue, Santa Monica, California 90404: AMA's e-commerce studio, producing product photography, video content, and related digital assets for AMA's consumer-facing businesses. This facility operates regular studio hours with scheduled shooting blocks. (Arroyo Decl. ¶ 9.)
7. Facility 7 — 888 North Sepulveda Boulevard, El Segundo, California 90245: A post-production annex facility housing overflow editorial, visual effects, and quality control operations. Facility 7 supplements the post-production capacity of Facility 1 during peak production periods. (Arroyo Decl. ¶ 10.)
Across these seven facilities, AMA operates fourteen distinct production or show units, all subject to Industrial Welfare Commission Wage Order 12 (Motion Picture Industry). (Arroyo Decl. ¶ 11.) These show units span fundamentally different production environments. Studio-based programs such as "Kitchen Clash" at Facility 1 operate on consistent eight-to-ten-hour production days with predictable schedules and well-defined meal break windows. (Arroyo Decl. ¶ 12.) By contrast, field-based shows such as "Summit Challenge," coordinated from Facility 4 but shot at remote outdoor locations throughout California and the western United States, involve twelve-to-sixteen-hour shoot days where logistical challenges — including weather, terrain, and travel to and from remote locations — affect every aspect of the daily production schedule. (Arroyo Decl. ¶ 13.) Live events productions at Facility 4, including concerts and award shows, are constrained by the timing of the live event itself, resulting in unique scheduling considerations that do not apply to any other division. (Arroyo Decl. ¶ 14.) Post-production work at Facilities 1, 5, and 7 is office-based, with regular eight-to-ten-hour schedules and standard break practices consistent with a typical office environment. (Arroyo Decl. ¶ 15.) Digital content production at Facility 3 operates on a hybrid studio-and-remote model with its own distinct workflows. (Arroyo Decl. ¶ 16.)
Critically, each show unit has its own Unit Production Manager ("UPM") or Line Producer who is responsible for the day-to-day scheduling of the production, including the scheduling and implementation of meal and rest breaks for the non-exempt employees assigned to that show. (Arroyo Decl. ¶ 17.) Supervisory practices vary not only from facility to facility but from show unit to show unit, and even from UPM to UPM within the same facility. (Arroyo Decl. ¶ 18.) This decentralized supervisory structure is a fundamental feature of entertainment production, where each show operates as a semi-autonomous unit with its own production demands, creative requirements, and scheduling realities. (Arroyo Decl. ¶ 19.)
B. AMA's Written Policies
AMA maintains a written Meal and Rest Break Policy, most recently revised in January 2019, which is distributed to all non-exempt employees at the time of hire and is available at all times through AMA's human resources portal. (Declaration of Lorraine Okafor ("Okafor Decl.") ¶ 5; Exh. A [Meal and Rest Break Policy, Rev. Jan. 2019].) The policy provides, in relevant part:
• All non-exempt employees are entitled to a thirty-minute uninterrupted, duty-free meal period for work periods exceeding five hours.
• All non-exempt employees are entitled to a second thirty-minute uninterrupted, duty-free meal period for work periods exceeding ten hours.
• All non-exempt employees are entitled to a ten-minute paid rest period for every four hours worked or major fraction thereof.
• Employees are instructed to notify their supervisor immediately if they are unable to take a compliant meal or rest period for any reason.
(Okafor Decl. ¶ 6; Exh. A.) AMA's Employee Handbook, revised in March 2021 and distributed to all employees at hire and available on the HR portal, reiterates these policies and emphasizes that AMA is committed to providing all legally required meal and rest periods. (Okafor Decl. ¶ 7; Exh. B [Employee Handbook, Rev. Mar. 2021].) Neither the Meal and Rest Break Policy nor the Employee Handbook contains any language authorizing or encouraging employees to skip, shorten, or delay meal or rest periods. To the contrary, both documents affirmatively direct employees to take their breaks and to report any inability to do so. (Okafor Decl. ¶ 8.)
C. TimeTrack Pro System and Auto-Deduction
On January 1, 2019, AMA transitioned from its prior manual timekeeping system to NovaPay Solutions' "TimeTrack Pro," an electronic punch-in and punch-out timekeeping platform. (Declaration of Karen Fong ("Fong Decl.") ¶ 4.) TimeTrack Pro records each employee's clock-in and clock-out times and calculates total hours worked for payroll purposes. (Fong Decl. ¶ 5.)
As configured by AMA's payroll department in consultation with NovaPay Solutions, the TimeTrack Pro system was set to automatically deduct thirty minutes from any shift of six hours or more to account for the employee's meal period. (Fong Decl. ¶ 6.) AMA acknowledges that the six-hour threshold was inconsistent with the requirements of IWC Wage Order 12, which triggers the first meal period obligation at five hours. (Fong Decl. ¶ 7.) This configuration error was identified and corrected to a five-hour threshold in December 2022. (Fong Decl. ¶ 8.) The auto-deduction was designed to function as a default timekeeping entry — it assumed that employees who worked shifts of six hours or more (later corrected to five hours) had taken a thirty-minute meal break, as required by AMA's policy and by law. (Fong Decl. ¶ 9.)
Importantly, TimeTrack Pro includes a built-in feature called the "Missed Meal Attestation" function. (Fong Decl. ¶ 10.) When activated, this feature presents employees at the end of each qualifying shift with a prompt asking whether they took a compliant meal period. If the employee indicates that a meal period was missed, shortened, or interrupted, the system automatically overrides the thirty-minute auto-deduction, restores the deducted time to the employee's recorded hours, and triggers a one-hour meal period premium payment on the employee's next paycheck. (Fong Decl. ¶ 11.) The attestation feature was designed to serve as a corrective mechanism — a means by which employees could, at the point of clock-out, report any meal period deficiency and receive immediate and automatic compensation. (Fong Decl. ¶ 12.)
D. Missed Meal Attestation Feature — Facility-Level Variation
The Missed Meal Attestation feature was activated at four of AMA's seven California facilities — Facilities 1, 3, 5, and 6 — during the initial system rollout in January 2019. (Fong Decl. ¶ 13.) The feature was not activated at Facilities 2 (Studio City), 4 (Burbank), and 7 (El Segundo), which transitioned to TimeTrack Pro in a second implementation wave in March 2019. (Fong Decl. ¶ 14.) Lorraine Okafor, AMA's Senior Vice President of Human Resources, has described this discrepancy as an "oversight during the second wave of system rollout" and has stated that it was not the product of any intentional decision to deny employees at those facilities access to the attestation mechanism. (Okafor Decl. ¶ 12.) The discrepancy was discovered in November 2022, following the initiation of this litigation, and the attestation feature was activated at all seven facilities in December 2022. (Okafor Decl. ¶ 13; Fong Decl. ¶ 15.)
At the four facilities where the attestation feature was active during the relevant period, usage rates were consistently low. Specifically, the percentage of qualifying shifts in which employees utilized the attestation feature to report a missed meal period was: 2.3% at the West Hollywood headquarters (Facility 1); 4.1% at the Sherman Oaks digital content facility (Facility 3); 1.8% at the Hollywood scripted development facility (Facility 5); and 3.7% at the Santa Monica e-commerce studio (Facility 6). (Fong Decl. ¶ 16.) These attestation rates mean that between 95.9% and 98.2% of employees at these four facilities, on any given qualifying shift, did not report a missed meal period. The most natural inference from this data is that the overwhelming majority of employees at these facilities actually received compliant meal periods. If employees were systematically being denied meal breaks, one would expect the attestation rates to be dramatically higher — not hovering between two and four percent. (Fong Decl. ¶ 17.)
E. Named Plaintiffs' Divergent Experiences
The three named Plaintiffs worked in three different divisions, at three different facilities, under different supervisors, and had materially different experiences with respect to meal and rest periods.
Marisol Fuentes was employed by AMA as a Production Coordinator in the Unscripted Programming Division at Facility 2 (Studio City) from March 14, 2019 through August 5, 2022, at an hourly rate of $28.50. (Fuentes Deposition Transcript ("Fuentes Depo.") at 34:8–17.) Ms. Fuentes testified that she "rarely" received a full thirty-minute meal period during shooting days, estimating that she received a compliant meal break on "maybe one out of every three or four shoot days." (Fuentes Depo. at 78:12–22.) She acknowledged, however, that on non-shooting days — which she described as days spent in the office preparing for upcoming shoots or handling administrative tasks — she "typically" received her meal break. (Fuentes Depo. at 81:3–11.) Ms. Fuentes further testified that she was unaware of the Missed Meal Attestation feature, which, as noted above, was never activated at Facility 2 during her employment. (Fuentes Depo. at 94:7–14.) Ms. Fuentes did not file any formal complaint with AMA's Human Resources department regarding missed meal or rest periods during her three-plus years of employment. (Fuentes Depo. at 97:18–25.)
Derek Halloran was employed by AMA as a Post-Production Assistant in the Digital Content Division at Facility 5 (Hollywood) from June 1, 2020 through November 30, 2022, at an hourly rate of $24.75. (Halloran Deposition Transcript ("Halloran Depo.") at 28:4–12.) Mr. Halloran testified that he "usually" received his meal break, but that during "crunch periods" — which he described as approximately two-to-three-week windows preceding content delivery deadlines — he was unable to take full thirty-minute breaks due to the intensity of the workload. (Halloran Depo. at 62:15–63:8.) Mr. Halloran was aware that the Missed Meal Attestation feature existed at Facility 5, but testified that he "never used it because nobody else did and I didn't want to cause problems." (Halloran Depo. at 71:4–12.) This testimony is significant for two reasons. First, it demonstrates that Mr. Halloran — an employee at a facility where the attestation feature was active — made a voluntary decision not to utilize the mechanism available to him. Second, his characterization of his own experience as "usually" receiving compliant breaks directly contradicts the class-wide narrative of systematic denial.
Yesenia Padilla was employed by AMA as a Segment Coordinator in the Live Events Division at Facility 4 (Burbank) from January 10, 2018 through May 17, 2022, at an hourly rate of $31.00. (Padilla Deposition Transcript ("Padilla Depo.") at 22:7–15.) Ms. Padilla testified that the nature of live events production made meal breaks "practically impossible" during live productions, such as concerts and award show tapings, because the live event dictated the production schedule and there was no natural pause during which a thirty-minute break could be taken. (Padilla Depo. at 55:3–19.) However, Ms. Padilla also acknowledged that live events constituted only a portion of her overall work schedule, and that during pre-production and post-production phases, she worked a more standard schedule. (Padilla Depo. at 58:11–22.) The attestation feature was not available at Facility 4 during Ms. Padilla's employment. (Fong Decl. ¶ 14.)
In sum, the three named Plaintiffs present a mosaic of individual experiences rather than a unified class narrative. Their testimony reveals divergent break experiences shaped by the unique characteristics of each employee's division, facility, supervisor, and day-to-day production schedule. This divergence is itself powerful evidence that the claims at issue require individualized adjudication.
F. Employee Complaints During Class Period
During the nearly five-year class period, AMA's Human Resources department received a total of fourteen formal complaints from non-exempt employees regarding meal or rest period issues. (Okafor Decl. ¶ 15.) These complaints were filed by employees at five of AMA's seven California facilities and across eight of the fourteen show units. (Okafor Decl. ¶ 16.) Each complaint was investigated individually by AMA's Human Resources team, typically in consultation with the UPM or Line Producer responsible for the show unit in question. (Okafor Decl. ¶ 17.) Of the fourteen complaints, nine resulted in a determination that a premium payment was owed and the appropriate premium was paid to the complaining employee. (Okafor Decl. ¶ 18.) The remaining five investigations concluded that compliant breaks had been provided and no premium was owed. (Okafor Decl. ¶ 19.)
The limited number of formal complaints — fourteen complaints from a workforce of approximately 1,850 putative class members over a nearly five-year period — is further evidence that AMA's meal and rest break practices did not result in the kind of systematic, class-wide violations Plaintiffs allege. While AMA does not contend that the absence of complaints is conclusive proof of compliance, the complaint data is consistent with a workforce that, as a general matter, received the meal and rest periods to which it was entitled.
G. Expert Analyses
AMA presents two expert analyses that bear directly on the class certification inquiry.
Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC, located in Mountain View, California, submitted an expert report dated May 19, 2023. (Declaration of Dr. Rajesh Makhija ("Makhija Decl."); Exh. A [Expert Report].) Dr. Makhija is an industrial and organizational psychologist who was retained to analyze the variation in work schedules, shift structures, supervisory practices, and meal period experiences across AMA's fourteen show units and seven facilities. Dr. Makhija's analysis demonstrates statistically significant differences in work schedules, shift lengths, overtime frequency, and meal period timing across the fourteen show units. (Makhija Decl. ¶ 12.) The percentage of shifts with self-reported missed meal periods ranged from a low of 2.1% for the studio-based "Kitchen Clash" program to a high of 18.7% for the field-based "Summit Challenge" program — a nearly ninefold difference. (Makhija Decl. ¶ 14.) Dr. Makhija further found that supervisory practices were "materially different" across all fourteen show units, with each UPM exercising individual discretion regarding break scheduling, production workflow, and the degree to which meal breaks were affirmatively facilitated or passively made available. (Makhija Decl. ¶ 16.) Dr. Makhija concluded that employee experiences with respect to meal and rest periods are "predominantly individualized" and "cannot be reliably generalized across the putative class." (Makhija Decl. ¶ 20.)
Dr. Catherine Lindstrom of Hargrove Analytics Inc., located in Los Angeles, California, submitted an expert report dated June 9, 2023. (Declaration of Dr. Catherine Lindstrom ("Lindstrom Decl."); Exh. A [Expert Report].) Dr. Lindstrom is an economist who was retained to evaluate the damages model proposed by Plaintiffs' expert, Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC in Palo Alto, California (report dated April 28, 2023). Dr. Rennick's model projects aggregate class damages of $38.6 million, composed of approximately $16.3 million in meal period premiums (calculated by treating approximately 593,600 net auto-deducted shifts as "missed" meals at an average hourly rate of approximately $27.50), approximately $8.4 million in rest period premiums (based on an assumed fifty-percent rest period violation rate derived from three employee declarations), approximately $12.2 million in overtime pay for off-the-clock work (based on an assumed 37.5 minutes of unrecorded work per shift), and additional PAGA penalties calculated at the maximum statutory rate. (Lindstrom Decl. ¶¶ 8–12.)
Dr. Lindstrom's critique identifies fundamental flaws in Dr. Rennick's methodology. Dr. Rennick's model assumes that every auto-deducted meal period — net of attestation overrides — was a "missed" meal period requiring a one-hour premium payment. (Lindstrom Decl. ¶ 14.) This assumption ignores the reality that the auto-deduction accurately reflects the time of employees who actually took their meal breaks. At facilities where the attestation feature was active, ninety-six to ninety-eight percent of employees did not report missed meals — strongly suggesting that those employees received compliant breaks. Dr. Rennick does not account for premiums already paid through the attestation system, effectively double-counting violations that were already remedied. (Lindstrom Decl. ¶ 16.) Dr. Rennick's fifty-percent rest period violation rate is based solely on the anecdotal testimony of three individual employees — not on any statistical analysis, survey, time-study, or data. (Lindstrom Decl. ¶ 18.) His assumption of 37.5 minutes of off-the-clock work per shift is a midpoint of a range alleged by Plaintiffs with no empirical support whatsoever. (Lindstrom Decl. ¶ 19.) Dr. Rennick treats all facilities and show units as homogeneous, conducting no facility-level or show-unit-level analysis despite the profound operational differences documented by Dr. Makhija. (Lindstrom Decl. ¶ 21.)
Dr. Lindstrom's alternative calculation, which accounts for the attestation override data, adjusts for facilities where attestation was unavailable using conservative assumptions drawn from the available data, and applies appropriate facility-level and show-unit-level variation, yields an aggregate damages estimate of approximately $5.8 million — less than one-sixth of Dr. Rennick's projection. (Lindstrom Decl. ¶ 23.)
III. LEGAL STANDARD FOR CLASS CERTIFICATION
Under Code of Civil Procedure section 382 and California Rules of Court, Rule 3.764, a plaintiff seeking class certification bears the burden of establishing each of the following prerequisites: (1) an ascertainable class; (2) a community of interest among class members, which encompasses the requirements of predominance of common questions, typicality, and adequacy of representation; and (3) that a class action is the superior method for adjudicating the controversy. (Sav-On Drug Stores, Inc. v. Superior Court (2004) 34 Cal.4th 319, 326.) The party seeking certification bears the burden of establishing these elements by a preponderance of the evidence. (Ibid.) Although the trial court's role at the certification stage is not to adjudicate the merits of the claims, it must nonetheless rigorously analyze whether the prerequisites for class treatment are met and may consider the merits to the extent relevant to the certification inquiry. (Duran v. U.S. Bank Nat'l Ass'n (2014) 59 Cal.4th 1, 28.)
The California Supreme Court's decision in Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004 is the controlling authority on meal period claims in the class certification context. The Brinker Court held that an employer's obligation under the Labor Code and applicable IWC wage orders is to "provide" a meal period — that is, to make it available to the employee, not to ensure that the employee actually takes it. (53 Cal.4th at 1040.) Whether an employer "provided" a compliant meal period in any given instance depends on whether the employer relieved the employee of all duty, relinquished control over the employee's activities, and permitted a reasonable opportunity for the employee to take an uninterrupted thirty-minute break. (Id. at 1040–1041.) This inquiry is inherently fact-specific: it turns on the actual circumstances of each employee's work experience, not solely on the existence or absence of a written policy.
The community of interest requirement demands that common questions of law or fact predominate over individual questions. (Sav-On, 34 Cal.4th at 326.) The Sav-On Court explained that commonality requires that there be "substantial common questions of law or fact" whose resolution "will affect all or a significant number of putative class members." (Ibid.) Where the employer's policy is facially lawful, the central question becomes whether individual employees actually received compliant breaks — and that question depends on individualized evidence. (Dailey v. Sears, Roebuck & Co. (2013) 214 Cal.App.4th 974, 988–989.) In Dailey, the Court of Appeal reversed a certification order where the employer's written meal and rest break policies complied with the law and the alleged violations arose from individualized supervisory decisions, not from any uniform unlawful practice. (Id. at 989–991.)
The California Supreme Court's decision in Duran v. Quillon Commerce Bank (2014) 59 Cal.4th 1 further instructs that the trial court must "carefully evaluate the nature of the claims and defenses" to determine whether class treatment is appropriate. (Id. at 29.) Class treatment is not appropriate where "significant individual issues" exist that would render a class-wide adjudication unmanageable or unreliable. (Ibid.) The Duran Court emphasized that statistical or representative evidence cannot be used in a manner that deprives the defendant of its right to present individualized defenses. (Id. at 36–37.)
Finally, the United States Supreme Court's decision in Granite Harbor Partners LLC v. Behrend (2013) 569 U.S. 27 establishes that a damages model must match the theory of liability. A model that "cannot measure damages on a classwide basis" through common proof defeats the predominance requirement. (Id. at 35.) While California courts apply this principle with some flexibility, the core requirement remains: "At the class certification stage, the party seeking certification must present a damages model that is 'susceptible of measurement across the entire class.'" (Id. at 34.)
IV. ARGUMENT
A. Common Questions Do Not Predominate Over Individual Questions
1. The Auto-Deduction Is a Timekeeping Method, Not a Substantive Policy of Denying Breaks
Plaintiffs' theory of class-wide liability rests on a fundamental conceptual error: the conflation of a timekeeping mechanism with a substantive employment practice. The TimeTrack Pro automatic meal-period deduction records time — it does not deny breaks. When an employee works a shift of six or more hours (now corrected to five or more hours) and takes a full thirty-minute meal break, the auto-deduction accurately reflects the time the employee spent on break. The employee is correctly compensated for all time worked. Only an employee who does not actually take a break — and whose time records therefore overstate the break time and understate compensable work time — is potentially underpaid. Whether that occurred for any particular employee on any particular shift is an individualized question that cannot be resolved on a class-wide basis.
Under Brinker, the dispositive question is whether AMA "provided" meal periods to its employees — that is, whether AMA made meal periods available, relieved employees of duty, relinquished control over their activities, and permitted a reasonable opportunity for them to take an uninterrupted thirty-minute break. (53 Cal.4th at 1040.) This inquiry is necessarily employee-specific, not system-wide. The TimeTrack Pro auto-deduction tells the Court nothing about whether any individual employee was actually denied a break. It tells the Court only how time was recorded.
The auto-deduction is facially neutral. It does not impose a policy of denying breaks; it assumes compliance with AMA's written meal period policy and provides an override mechanism — the Missed Meal Attestation feature — for instances in which compliance did not occur. Plaintiffs' attempt to characterize "auto-deduction" as tantamount to "auto-denial" conflates a recording method with a substantive employment practice. A payroll system that assumes employees took the breaks they were required to take is not a policy that prevents them from taking those breaks. If anything, the auto-deduction operates on the assumption that the employer's obligation to provide breaks has been satisfied — an assumption that is accurate for the vast majority of shifts, as demonstrated by the 96% to 98% non-attestation rates at facilities where the override mechanism was available.
Plaintiffs have identified no written policy, no directive from management, no training material, and no communication of any kind instructing supervisors or employees that meal breaks should not be taken, should be shortened, or should be skipped. To the contrary, AMA's written policies affirmatively require that meal breaks be provided and instruct employees to report any inability to take a compliant break. (Okafor Decl. ¶¶ 5–8.) In the absence of an unlawful policy, Plaintiffs' claims reduce to the contention that individual employees, at various facilities, on various shows, under various supervisors, did not actually receive the breaks to which they were entitled — a contention that can only be evaluated employee by employee, shift by shift.
2. The Meal Period Claim Requires Individualized Inquiry Across 14 Show Units and 7 Facilities
Even if the auto-deduction could be characterized as a common issue — which it cannot — the predominance of individualized questions across AMA's fourteen show units and seven facilities would independently defeat class certification.
Dr. Makhija's expert analysis demonstrates that AMA's fourteen show units operate in materially different environments with statistically significant variation in shift lengths, scheduling patterns, overtime frequency, and meal period experiences. (Makhija Decl. ¶¶ 12–18.) The data is striking: the percentage of shifts with self-reported missed meal periods ranges from 2.1% for the studio-based "Kitchen Clash" program to 18.7% for the field-based "Summit Challenge" program — a nearly ninefold difference. (Makhija Decl. ¶ 14.) This is not marginal variation; it is a fundamental difference in the frequency and nature of meal period issues across different segments of the putative class.
The reasons for this variation are readily apparent from the operational realities of entertainment production:
• Studio-based unscripted shows (e.g., "Kitchen Clash" at Facility 1): These programs operate on predictable eight-to-ten-hour production days with scheduled meal breaks built into the daily call sheet. Production takes place on a controlled soundstage where the pace of production is largely within the UPM's control. Meal breaks are taken at regular intervals, typically at a designated craft services area within the facility. The 2.1% self-reported missed meal rate for "Kitchen Clash" reflects a production environment in which compliant breaks are the norm. (Arroyo Decl. ¶ 12; Makhija Decl. ¶ 14.)
• Field-based shows (e.g., "Summit Challenge" coordinated from Facility 4): These programs involve twelve-to-sixteen-hour shoot days at remote outdoor locations — mountain trails, desert sites, coastal areas — where logistical challenges affect every aspect of the production schedule, including the timing and implementation of meal breaks. Transportation to and from shooting locations, weather delays, and the physical demands of outdoor production all create unique obstacles to break compliance that do not exist in a studio environment. The 18.7% self-reported missed meal rate for "Summit Challenge" reflects these logistical realities. (Arroyo Decl. ¶ 13; Makhija Decl. ¶ 14.)
• Live events productions (concerts, award shows at Facility 4): The timing of live events is dictated by the live performance itself. A concert or award show broadcast begins at a fixed time and proceeds without interruption; production staff must be available throughout. The constraints on break timing during a live event are fundamentally different from those in any other production context. (Arroyo Decl. ¶ 14.)
• Post-production (office-based at Facilities 1, 5, 7): Editors, assistant editors, quality control technicians, and other post-production personnel work in an office environment with regular eight-to-ten-hour schedules. Meal breaks are taken at the employee's desk, in a break room, or at nearby restaurants. The production pressures that affect on-set employees — live events, shooting schedules, location logistics — do not apply. (Arroyo Decl. ¶ 15.)
• Digital content (hybrid studio/remote at Facility 3): The digital content division operates on its own production calendar with a mix of studio shooting and remote work, creating yet another distinct work environment. (Arroyo Decl. ¶ 16.)
Beyond the facility-level and show-unit-level differences, the evidence establishes that each show unit's UPM or Line Producer exercises individual discretion over break scheduling. (Arroyo Decl. ¶¶ 17–18.) Whether a particular employee received a compliant meal break on a particular day depends on: which show unit the employee was assigned to; which facility the employee worked at; which UPM or Line Producer managed the show that day; whether it was a shooting day, a pre-production day, or a post-production day; the specific demands of the production schedule on that day; and the individual employee's actions with respect to the break opportunity provided. These are quintessentially individualized inquiries.
This variability defeats the predominance requirement. A class-wide determination of whether AMA "provided" compliant meal periods is simply not possible without examining each employee's individual circumstances. As the California Supreme Court emphasized in Duran, class treatment is not appropriate where "significant individual issues" would predominate over common questions. (59 Cal.4th at 29.) Here, the individual issues are not merely "significant" — they are overwhelming.
3. The Attestation Feature Variation Does Not Create a Uniform Common Question
Plaintiffs contend that the inconsistent activation of the Missed Meal Attestation feature across AMA's seven facilities creates a universal deficiency that unifies the class. This argument fails for multiple reasons.
First, the facility-level split in attestation feature availability actually demonstrates the opposite of Plaintiffs' thesis: it shows that different facilities had different systems in place, raising different questions about liability and damages. At the four facilities where the attestation feature was active (Facilities 1, 3, 5, and 6), employees had a mechanism to report missed meals and trigger automatic premium payments. At the three facilities where the feature was not activated (Facilities 2, 4, and 7), employees did not have this specific electronic mechanism during the period from March 2019 to December 2022. These are materially different circumstances that would require, at minimum, subclassing — not the monolithic certification Plaintiffs seek.
Second, at the four facilities where the attestation feature was active, usage rates of two to four percent are most naturally explained by employees actually taking compliant meal periods — not by ignorance, suppression, or deterrence. If ninety-six to ninety-eight percent of employees on any given qualifying shift did not report a missed meal, the most reasonable inference is that those employees received the breaks to which they were entitled. Plaintiffs offer no evidence of a systematic campaign to suppress attestation usage. The one named Plaintiff who was aware of the attestation feature — Mr. Halloran — testified that he did not use it because "nobody else did and I didn't want to cause problems." (Halloran Depo. at 71:4–12.) But this is a statement about Mr. Halloran's individual decision-making, not evidence of a class-wide policy of deterrence. Whether each employee at an attestation-active facility knew about the feature, understood how to use it, and chose not to use it for reasons specific to that employee is an individualized inquiry.
Third, even at the three facilities where the attestation feature was not activated, AMA's written Meal and Rest Break Policy directed employees to notify their supervisors immediately if they were unable to take a compliant break. (Okafor Decl. ¶ 6; Exh. A.) This provided an alternative reporting mechanism. Whether individual employees at Facilities 2, 4, and 7 utilized this alternative mechanism — and if not, why not — is again an individualized question.
Fourth, Plaintiffs' implicit "functionally equivalent" argument — that a mechanism no one uses is the same as no mechanism at all — is speculative and unsupported. To credit this argument, the Court would have to assume, without evidence, that every employee who did not attest was deterred, uninformed, or suppressed. The evidence does not support this assumption. To the contrary, the low attestation rates are consistent with a high rate of break compliance. Resolving whether any individual employee's non-use of the attestation feature reflected compliance, ignorance, or suppression would require individualized evidence about that employee's knowledge, awareness, and decision-making process — precisely the type of mini-trial that class treatment is designed to avoid.
4. Rest Period Claims Cannot Be Adjudicated Class-Wide
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. (Fong Decl. ¶ 20.) This is standard practice in the California entertainment industry and across industries generally: because rest periods are paid time, employers are not required to track rest period start and end times, and AMA's timekeeping system does not do so. (See IWC Wage Order 12-2001, § 12(A) [rest periods are counted as hours worked].)
The absence of rest period data means there is no systemic evidence — no data set, no electronic records, no attestation data — from which the Court could determine whether rest period violations occurred on a class-wide basis. Plaintiffs offer only the anecdotal declarations of three employees — three employees working in three different divisions, at three different facilities, under different supervisors — to support their contention of class-wide rest period violations. Extrapolating from three individuals to 1,850 class members is not a basis for class certification.
Under Brinker, the employer's obligation with respect to rest periods is to "authorize and permit" them. (53 Cal.4th at 1033.) Whether AMA authorized and permitted rest periods for each individual employee cannot be determined from common proof because there is no common proof to evaluate. The Court would be required to examine the experience of each individual employee — what rest periods were offered, whether the employee took them, and whether any failure to take a rest period was the result of AMA's actions or the employee's own choices — on an employee-by-employee basis.
Certification of rest period claims should be denied. The Court of Appeal's decision in Dailey is directly on point: certification of rest period claims was properly denied where the employer's written policy complied with the law and the alleged violations arose from individualized circumstances rather than a uniform unlawful practice. (214 Cal.App.4th at 989.)
5. Off-the-Clock / Overtime Claims Are Inherently Individualized
Plaintiffs allege that AMA non-exempt employees routinely performed approximately thirty to forty-five minutes of pre-shift setup work and approximately fifteen to thirty minutes of post-shift wrap work that was not recorded in TimeTrack Pro and for which they were not compensated. These claims are inherently individualized and wholly unsuitable for class treatment.
By definition, off-the-clock work is work that is not recorded in the employer's timekeeping system. There is therefore no common data set — no time records, no system entries, no electronic evidence — from which the Court could determine on a class-wide basis whether off-the-clock work occurred, when it occurred, for how long it occurred, or which employees were affected. The very nature of the claim precludes the use of common proof.
Whether any individual employee performed off-the-clock work depends on a constellation of employee-specific factors: the employee's specific role (production coordinators, camera operators, editors, craft services personnel, and sound technicians all have different pre-shift and post-shift responsibilities); the show unit's workflow and daily call sheet; the call time and wrap time for that day's production; the specific tasks performed before clocking in or after clocking out; and the expectations and directives of the employee's individual supervisor. These factors vary not only from employee to employee but from day to day within a single employee's work experience.
Critically, Plaintiffs offer no evidence that AMA maintained a policy requiring off-the-clock work. AMA's written policies require employees to record all time worked. (Okafor Decl. ¶ 9; Exh. B [Employee Handbook, Rev. Mar. 2021], at p. 34.) Any instances of unrecorded work are, by definition, departures from AMA's policy — individual supervisory lapses or individual employee decisions, not systemic practices susceptible to class-wide adjudication. The "suffered or permitted" standard under which Plaintiffs seek to impose liability is itself inherently individualized: whether AMA "suffered or permitted" any particular employee to work off the clock depends on what the employer knew or should have known about that employee's specific work practices.
Certification of the off-the-clock and overtime claims should be denied.
6. Wage Statement, Minimum Wage, and Waiting Time Penalty Claims Are Derivative
Plaintiffs' remaining claims — for wage statement violations under California Labor Code section 226, for minimum wage violations under Labor Code sections 1197 and 1197.1, and for waiting time penalties under Labor Code sections 201 through 203 — are entirely derivative of the underlying meal period, rest period, and off-the-clock claims. They do not present independent common questions that could support class certification.
The wage statement claim alleges that AMA's wage statements were inaccurate because they reflected the auto-deducted meal period time rather than actual time worked. But if the auto-deduction accurately reflected the time worked — because the employee actually took a compliant meal break — then the wage statement was accurate. Whether the wage statement was accurate for any given employee on any given pay period depends on whether that employee actually took the breaks reflected in the time records, which is the same individualized inquiry discussed above.
The minimum wage claim alleges that uncompensated off-the-clock time reduced the effective hourly rate below minimum wage. This claim is derivative of the off-the-clock claim: only if an employee performed uncompensated off-the-clock work, and only if the amount of uncompensated work was sufficient to reduce the effective hourly rate below the applicable minimum wage threshold, would a violation exist. Both of these determinations are individualized.
The waiting time penalty claim under Labor Code sections 201 through 203 depends on whether individual class members were owed unpaid wages at the time of their separation from employment. This requires an individualized inquiry into each former employee's circumstances at separation — including whether any wages were actually owed, the amount of any unpaid wages, and whether the employer's failure to pay was "willful" within the meaning of the statute.
If the underlying claims require individualized proof — as they do — then these derivative claims require individualized proof as well. They should not be separately certified.
B. Plaintiffs' Damages Model Is Not a Viable Common Methodology
Under Granite Harbor Partners LLC v. Behrend, 569 U.S. at 35, a class action damages model must be "capable of measurement across the entire class" using common proof and must correspond to the theory of liability on which the class seeks to proceed. A model that measures damages arising from conduct not alleged, or that cannot reliably distinguish injured from uninjured class members, fails the predominance requirement and precludes certification. While California courts have applied Northgate Enterprises with some flexibility, recognizing that perfect congruence between the liability theory and the damages model is not always required, the fundamental principle remains: damages must be susceptible of common proof.
Dr. Rennick's damages model fails both requirements. His methodology does not match Plaintiffs' theory of liability, and it cannot reliably measure damages across the class.
1. The 100% Violation Assumption Is Unsupported
The most fundamental flaw in Dr. Rennick's model is his assumption that every auto-deducted meal period — net of attestation overrides — constitutes a "missed" meal period requiring a one-hour premium payment. Dr. Rennick calculates approximately 593,600 net auto-deducted shifts across the class period. He then multiplies this figure by the average hourly rate of approximately $27.50 to arrive at approximately $16.3 million in meal period premiums alone. (Lindstrom Decl. ¶ 10.)
This assumption treats the auto-deduction as proof of a violation — when, as discussed above, the auto-deduction is actually the mechanism by which compliant meal periods are recorded. An employee who takes a full thirty-minute break is accurately compensated by the auto-deduction. The auto-deduction is evidence of compliance for those employees, not evidence of a violation.
At the four facilities where the attestation feature was active, ninety-six to ninety-eight percent of employees did not report missed meals on any given qualifying shift. Dr. Rennick treats all of those non-attestation shifts as violations. But the more natural inference — and the inference supported by the evidence — is that those employees actually took their breaks. If Dr. Rennick's assumption were correct, one would have to believe that approximately 96% to 98% of employees at four different facilities were systematically denied meal breaks and yet, when presented with a mechanism to report the violation and receive automatic compensation, chose not to do so. That assumption is not merely unsupported — it is implausible.
Dr. Rennick's model does not attempt to determine how many employees actually missed meal breaks. He does not survey employees, analyze supervisory records, review production call sheets, or employ any methodology to distinguish employees who took compliant breaks from those who did not. He simply assumes that every auto-deducted shift is a violation. This is not a damages methodology — it is an assumption dressed up as arithmetic.
2. The Rest Period and Off-the-Clock Assumptions Lack Empirical Basis
Dr. Rennick's rest period and off-the-clock damages calculations are similarly infirm.
His fifty-percent rest period violation rate is derived from the deposition testimony of the three named Plaintiffs and is not supported by any statistical analysis, survey, time-study, or data of any kind. (Lindstrom Decl. ¶ 18.) Extrapolating from the experiences of three employees — working in three different divisions, at three different facilities, under different supervisors — to a class of 1,850 employees across fourteen show units is the type of speculative, unreliable methodology that Duran and Sargon require courts to reject.
His assumption of 37.5 minutes of off-the-clock work per shift is a midpoint of the thirty-to-forty-five-minute range alleged by Plaintiffs with respect to pre-shift work, combined with a midpoint of the fifteen-to-thirty-minute range alleged for post-shift work. (Lindstrom Decl. ¶ 19.) This figure has no empirical basis. It is not derived from time records (none exist for off-the-clock work, by definition), from surveys, from observations, or from any other reliable data source. It is an assumption built on Plaintiffs' allegations — not evidence.
3. No Facility-Level or Show-Unit-Level Analysis
Dr. Rennick's model treats all seven facilities and all fourteen show units as a single, homogeneous class, applying uniform violation rates and uniform time assumptions across the entire putative class. (Lindstrom Decl. ¶ 21.) This approach is directly contrary to the unrebutted evidence of significant operational variation across AMA's facilities and show units, as documented by Dr. Makhija's expert analysis. A damages model that ignores the fundamental structural differences in the defendant's operations — differences that result in a nearly ninefold variation in self-reported missed meal rates — cannot reliably measure class-wide damages.
Dr. Lindstrom's alternative calculation, which accounts for these variations and adjusts for available data, yields an aggregate damages estimate of approximately $5.8 million — less than one-sixth of Dr. Rennick's $38.6 million projection. (Lindstrom Decl. ¶ 23.) The dramatic disparity between these figures illustrates the extent to which Dr. Rennick's model is inflated by unsupported assumptions.
4. Evidentiary Objections to Dr. Rennick's Report
AMA has filed separate evidentiary objections to Dr. Rennick's expert report (Document 88 in the Court's file). Those objections are made pursuant to California Evidence Code sections 801 and 802 and the California Supreme Court's decision in Sargon Enterprises, Inc. v. University of Southern California (2012) 55 Cal.4th 747. AMA objects on three principal grounds: (1) Dr. Rennick's foundational assumption — that every auto-deducted shift constitutes a meal period violation — lacks evidentiary support and renders his entire analysis unreliable; (2) Dr. Rennick's extrapolation from three employee declarations to a class of 1,850 employees, without any facility-level or show-unit-level analysis, is speculative and methodologically unsound; and (3) Dr. Rennick's calculation of PAGA penalties at the maximum statutory rate ignores the trial court's discretion to reduce penalties under Labor Code section 2699(e)(2), rendering his penalty estimate unreliable as a measure of actual exposure. AMA incorporates those objections here by reference and respectfully requests that the Court sustain them in connection with the class certification analysis.
C. The Named Plaintiffs Are Not Typical of the Putative Class
Typicality requires that the named plaintiffs' claims be "reasonably co-extensive with those of absent class members." (Sav-On Drug Stores, Inc. v. Superior Court, 34 Cal.4th at 326.) "The test of typicality is whether other members have the same or similar injury, whether the action is based on conduct which is not unique to the named plaintiffs, and whether other class members have been injured by the same course of conduct." (Ibid.)
The three named Plaintiffs do not satisfy this requirement. They worked in three different divisions — Unscripted Programming, Digital Content / Post-Production, and Live Events — at three different facilities — Facility 2 (Studio City), Facility 5 (Hollywood), and Facility 4 (Burbank) — under different supervisors, and had materially different experiences with respect to meal and rest periods.
Ms. Fuentes, who worked in unscripted programming at Facility 2, testified that she "rarely" received compliant meal breaks on shooting days, but "typically" received breaks on non-shooting days. (Fuentes Depo. at 78:12–22; 81:3–11.) Her experience is specific to the production cycle of her particular show unit and the supervisory practices of her particular UPM. Moreover, she worked at a facility where the Missed Meal Attestation feature was not activated — a circumstance shared by employees at only three of seven facilities. Her experience is not typical of the hundreds of employees at Facilities 1, 3, 5, and 6, where the attestation feature was active and where employees had the ability to report missed meals electronically.
Mr. Halloran, who worked in post-production at Facility 5, testified that he "usually" received his meal break. (Halloran Depo. at 62:15–63:8.) This testimony directly contradicts the class narrative of systematic denial. An employee who "usually" receives compliant breaks is not a typical representative of a class that alleges breaks were systematically denied. Mr. Halloran's testimony suggests that his experience was one of general compliance punctuated by occasional exceptions during crunch periods — a far cry from the sweeping deprivation alleged in the complaint.
Ms. Padilla, who worked in live events at Facility 4, testified that meal breaks were "practically impossible" during live productions. (Padilla Depo. at 55:3–19.) Her experience is unique to the live events division and is driven by the inherent constraints of live event production — constraints that do not apply to studio-based, post-production, or digital content employees. Her claims are not typical of the class as a whole; they are typical, at most, of the small subset of employees who worked in live events production.
These three divergent experiences do not represent a unified class experience. They represent three distinct employment contexts, each shaped by the unique characteristics of the employee's division, facility, supervisor, and daily work schedule. Named plaintiffs whose experiences diverge from one another to this degree cannot serve as typical representatives of a class of 1,850 employees spanning the full range of AMA's operations.
D. The Named Plaintiffs Are Not Adequate Class Representatives
Adequacy of representation requires that the class representatives "fairly and adequately protect the interests of the class." (Cal. Rules of Court, Rule 3.764(a).) The adequacy inquiry examines whether the named plaintiffs have interests that are antagonistic to, or in conflict with, the interests of absent class members. Where such conflicts exist, the named plaintiffs cannot serve as adequate representatives.
Several potential intra-class conflicts undermine adequacy here.
Current employees versus former employees. The putative class includes both current and former AMA employees. Current employees benefit from AMA's corrective measures implemented in December 2022, including the activation of the attestation feature at all seven facilities and the correction of the auto-deduction threshold from six hours to five hours. Current employees may have an interest in a resolution that acknowledges these corrective measures and focuses prospective relief on ensuring ongoing compliance. Former employees, by contrast, have no interest in prospective relief and seek to maximize damages for past violations. These divergent interests create a structural conflict that the named Plaintiffs — two of whom are former employees (Fuentes and Padilla) and one of whom separated during the litigation (Halloran) — cannot bridge.
Employees at attestation-active facilities versus employees at attestation-inactive facilities. Employees at the four facilities where the attestation feature was active (Facilities 1, 3, 5, and 6) face different liability questions and different defenses than employees at the three facilities where the feature was not activated (Facilities 2, 4, and 7). At the attestation-active facilities, AMA will argue that the availability of the override mechanism demonstrates that breaks were "provided" and that employees who did not attest to missed meals actually received compliant breaks. At the attestation-inactive facilities, this defense is not available, and the analysis turns on whether AMA's written policies and supervisory practices independently satisfied the "provide" standard. These are fundamentally different liability frameworks th

SUPERIOR COURT OF THE STATE OF CALIFORNIA

I. INTRODUCTION

II. STATEMENT OF FACTS

III. LEGAL STANDARD FOR CLASS CERTIFICATION

IV. ARGUMENT

Record

Parties

Dates

Amounts