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

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SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES — CENTRAL DISTRICT

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MEMORANDUM OF POINTS AND AUTHORITIES

I. INTRODUCTION

Defendant Aurelius Media Americas Inc. ("AMA") respectfully opposes Plaintiffs' Motion for Class Certification. The sweeping class proposed by Plaintiffs — encompassing approximately 1,850 current and former non-exempt, hourly employees across seven California production facilities, 14 distinct show units, and a class period spanning from November 1, 2018 to the present — cannot be certified because Plaintiffs have failed to satisfy the prerequisites for class treatment under California Code of Civil Procedure section 382.

At its core, Plaintiffs' theory rests on the premise that AMA's TimeTrack Pro auto-deduction system constituted a monolithic, company-wide policy that systematically denied every class member a compliant meal period on every shift. Reality, as the record makes clear, is far more nuanced. AMA maintained and distributed a facially compliant written Meal and Rest Break Policy. AMA operated the TimeTrack Pro system with an auto-deduction feature that recorded the 30-minute meal period presumptively taken during qualifying shifts. And at four of AMA's seven California facilities, AMA activated a "Missed Meal Attestation" feature that allowed employees to report missed or shortened meal periods with a single selection at the time clock terminal — a feature that, where active, was utilized on only 2–4% of eligible shifts, strongly suggesting that the vast majority of employees at those facilities actually took their meal breaks.

Plaintiffs' proposed class glosses over these critical distinctions. AMA's 14 show units operate in vastly different environments — from controlled studio sets with reliable 8–10 hour production days and predictable, pre-scheduled meal breaks, to remote field locations with extended 14–16 hour shoots where logistical constraints may present challenges, to live event productions where the timing of the event dictates every aspect of the crew's schedule. Supervisory practices, scheduling, operational demands, and the meal and rest break experiences of individual employees vary dramatically not only across facilities and show units but across individual shifts within the same unit, depending on the nature of the production that day. These are not marginal differences. They are fundamental distinctions that render class-wide adjudication of Plaintiffs' claims impossible without devolving into hundreds of individualized mini-trials — precisely the outcome the California Supreme Court has cautioned against.

Plaintiffs' expert, Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC, offers a damages model that assumes, without evidentiary support, that every auto-deducted meal period across all seven facilities and all 14 show units constitutes a "missed" meal period for which a premium is owed. This assumption is demonstrably false. It ignores the attestation data from the four facilities where the feature was active — data showing that 96–98% of employees at those facilities did not report missed meals. It treats a timekeeping mechanism as if it were a substantive denial of rights. And it yields a bloated damages figure of $38.6 million that bears no rational relationship to the actual extent of any meal period violations. AMA's expert, Dr. Catherine Lindstrom of Hargrove Analytics Inc., using actual attestation data and conservative extrapolation, estimates aggregate damages at $5.8 million — a figure nearly seven times smaller. This dramatic disparity is itself powerful evidence that Plaintiffs' theory cannot be resolved with common proof.

Certification should be denied for all causes of action. In the alternative, if the Court is inclined to grant some form of certification, AMA respectfully requests that certification be limited to the narrow question of whether AMA's auto-deduction system configuration, as applied at the three facilities where the Missed Meal Attestation feature was not activated (Facilities 2, 4, and 7 — Studio City, Burbank, and El Segundo), resulted in the systematic denial of first-meal-period premiums. Even that narrowed inquiry will require substantial individualized evidence, but it at least focuses on the discrete systemic issue — the administrative oversight in the second-wave rollout — that Plaintiffs have identified.

AMA presents this Opposition supported by the declarations of Lorraine Okafor (Senior Vice President, Human Resources), Celine Arroyo (Director of Production Operations), Karen Fong (Payroll Manager), Dr. Rajesh Makhija (Workforce Dynamics Consulting LLC — industrial/organizational expert), Dr. Catherine Lindstrom (Hargrove Analytics Inc. — economics/damages expert), and Devon Archer (authentication of exhibits), as well as the concurrently filed Evidentiary Objections and Compendium of Exhibits.

II. FACTUAL BACKGROUND

A. The Parties

Defendant Aurelius Media Americas Inc. ("AMA") is a Delaware corporation, qualified and doing business in the State of California, with its principal place of business at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069. AMA is a wholly owned subsidiary of Aurelius Global Media Group PLC ("AGMG"), a public limited company organized under the laws of England and Wales (Companies House Registration No. 08412667), whose ordinary shares are listed on the London Stock Exchange under the symbol AGMG. AMA operates as AGMG's primary North American production and distribution division, specializing in unscripted television programming, live event production, digital content, and post-production services.

As of the filing of this Opposition, AMA employs approximately 3,200 individuals in the United States, of whom approximately 2,400 are based in California. The California-based workforce includes a mix of full-time salaried employees (approximately 780), full-time hourly employees (approximately 1,020), and part-time or project-based hourly employees (approximately 600). AMA's United States revenue for fiscal year 2022 was approximately $687.4 million, with the majority derived from production services, content licensing, and live event management. (Declaration of Lorraine Okafor ("Okafor Decl.") ¶ 2.)

The three named Plaintiffs each held non-exempt, hourly positions in different AMA divisions and at different AMA facilities during the class period:

Marisol Fuentes. Fuentes was employed as a Production Coordinator in AMA's Unscripted Programming Division from March 14, 2019 through August 5, 2022. She worked primarily at AMA's Studio City facility (Facility 2), located at 4024 Penmark Strategy Partners Avenue, Studio City, California. Her hourly rate at the time of her separation from AMA was $28.50. Fuentes's responsibilities included coordinating production schedules, managing logistics for on-set shoots, and serving as the primary liaison between the Unit Production Manager and the production crew for unscripted programming shoots on Stages A and B at the Studio City facility. (Deposition of Marisol Fuentes ("Fuentes Dep.") at 24:8–26:15.)

Derek Halloran. Halloran was employed as a Post-Production Assistant in AMA's Digital Content Division from June 1, 2020 through November 30, 2022. He worked at AMA's Hollywood facility (Facility 5), located at 1438 N. Gower Street, Hollywood, California. His hourly rate at the time of separation was $24.75. Halloran's duties included logging footage, organizing digital assets, setting up editing workstations, and providing general support to supervising editors during post-production workflows. His work was entirely office-based, performed in an editing suite environment. (Deposition of Derek Halloran ("Halloran Dep.") at 18:2–20:14.)

Yesenia Padilla. Padilla was employed as a Segment Coordinator in AMA's Live Events Division from January 10, 2018 through May 17, 2022. She worked at AMA's Burbank facility (Facility 4), located at 3800 W. Alameda Avenue, Burbank, California. Her hourly rate at the time of separation was $31.00. Padilla coordinated segment logistics for live concert broadcasts, award show productions, and other live event programming, working both at the Burbank facility and at various event venues throughout Southern California. Notably, Padilla separated from AMA on May 17, 2022 — more than six months before the initial complaint in this action was filed on November 1, 2022. (Deposition of Yesenia Padilla ("Padilla Dep.") at 14:6–16:22.)

Plaintiffs are represented by Castellano Byrne & Salas LLP (Marco Castellano, Diane Salas, and Trevor Kim) and Veltrano Employment Law Group PC (Sandra Higuera, as PAGA co-counsel).

B. AMA's California Production Operations

AMA operates seven production facilities in California, each serving distinct functions within AMA's production and post-production infrastructure. The facilities, their locations, and their primary functions are set forth in the following table:

(Okafor Decl. ¶ 3; Declaration of Celine Arroyo ("Arroyo Decl.") ¶ 2.)

During the class period, AMA operated 14 distinct production or "show" units across these seven facilities. All non-exempt hourly employees at these facilities and show units were covered by Industrial Welfare Commission ("IWC") Wage Order 12, applicable to the Motion Picture Industry. The show units, however, are far from homogeneous. They fall into fundamentally different operational categories, each with its own scheduling demands, production rhythms, and practical constraints regarding meal and rest breaks:

Studio-based show units. Shows such as "Kitchen Clash," produced at the West Hollywood Facility 1, operate on predictable 8–10 hour production days. Meal breaks are scheduled in advance and incorporated into the production call sheet. Production staff typically clock out for lunch at a designated time, and breaks are taken without interruption. The studio environment provides controlled conditions — cafeteria access, break rooms, and proximity to personal vehicles — that facilitate compliant meal periods. (Arroyo Decl. ¶ 4.)

Field-based show units. Shows such as "Summit Challenge," coordinated from the Burbank Facility 4 but shot on location at various outdoor and remote sites throughout California, operate on extended 12–16 hour shoot days. Meal breaks are included in the daily call sheet, but logistical challenges inherent in field production — including limited shelter, variable weather conditions, difficult terrain, distance from food service facilities, and the constraints of outdoor locations — can make fully uninterrupted 30-minute meal breaks more difficult to administer. Field crews often eat on-site from catered meal service, and the distinction between "on duty" and "off duty" can be blurred by the demands of the production environment. (Arroyo Decl. ¶ 5.)

Live event show units. Live event productions — including concerts, award shows, and other time-critical broadcasts produced out of the Burbank Facility 4 — involve unique scheduling constraints dictated entirely by the timing of the live event. A live concert broadcast at 8:00 p.m. requires crew call times, rehearsal schedules, and production timelines that revolve around the event itself. Meal breaks are provided when feasible, but the inherent time pressures of live production — where delays are not an option — create a distinct operational context. (Arroyo Decl. ¶ 6.)

Post-production units. Post-production work at Facilities 1, 5, and 7 is office-based, with regular 8–10 hour schedules. Employees work in editing suites, sound mixing rooms, and digital asset management environments. Standard meal and rest breaks are the norm, with break rooms, kitchens, and nearby restaurants available. The post-production environment is the most predictable and regular of all AMA operational categories. (Arroyo Decl. ¶ 7.)

Digital content units. Digital content production at the Sherman Oaks Facility 3 involves a hybrid schedule combining both studio-based and remote production shoots. The nature of the work varies significantly by content type — some projects involve controlled studio environments analogous to traditional production, while others involve on-location shoots with schedules more closely resembling field production. (Arroyo Decl. ¶ 8.)

Critically, each show unit is managed by its own Unit Production Manager ("UPM") or Line Producer, who bears day-to-day responsibility for scheduling all aspects of the production, including meal and rest break scheduling. AMA's corporate headquarters provides UPMs with written guidelines and the company's Meal and Rest Break Policy, but specific implementation — including the timing of breaks, the method of notification, the coordination of breaks with production schedules, and the handling of individual employee requests — is at the discretion of the UPM based on the particular production's needs. (Arroyo Decl. ¶¶ 3–7.) The record demonstrates that different UPMs adopted materially different approaches: some scheduled strict, mandatory break times; others allowed flexible, self-directed breaks; and still others supervised breaks only to the extent feasible given the constraints of the particular production. (Declaration of Dr. Rajesh Makhija ("Makhija Decl.") ¶¶ 12–14.)

C. AMA's Meal and Rest Break Policies

AMA maintains a comprehensive written Meal and Rest Break Policy applicable to all non-exempt employees, which was most recently revised in January 2019. The policy is distributed to all non-exempt employees at the time of hire as part of AMA's New Employee Orientation materials and is available at all times on AMA's internal employee portal ("AureliusConnect"). The policy provides, in relevant part:

• Employees who work more than five (5) hours in a workday are entitled to a 30-minute, uninterrupted, duty-free meal period, which must commence no later than the end of the fifth hour of work.

• Employees who work more than ten (10) hours in a workday are entitled to a second 30-minute, uninterrupted, duty-free meal period, which must commence no later than the end of the tenth hour of work.

• Employees are entitled to a 10-minute paid rest period for every four (4) hours worked, or major fraction thereof. Rest periods should be taken as close to the middle of each four-hour work period as practicable.

• Employees should notify their immediate supervisor immediately if they are unable to take a meal or rest break for any reason. Supervisors who become aware that an employee has missed or been unable to take a compliant meal or rest period are directed to report the missed break to Payroll so that the appropriate premium payment may be made.

(Okafor Decl. ¶ 3, Exh. A [AMA Meal and Rest Break Policy, rev. Jan. 2019].)

This policy facially complies with California Labor Code sections 226.7 and 512 and IWC Wage Order 12. AMA does not dispute — and the record does not suggest — that the written policy was deficient. Plaintiffs' challenge is not to the policy itself, but to the operation of the TimeTrack Pro timekeeping system and the practices of individual supervisors in implementing the policy on the ground. As set forth below, these practical questions are inherently individualized and cannot be resolved on a class-wide basis. (Okafor Decl. ¶ 4.)

D. The TimeTrack Pro Timekeeping System

On January 1, 2019, AMA transitioned from a manual, paper-based timesheet system to NovaPay Solutions Inc.'s "TimeTrack Pro" electronic timekeeping system. TimeTrack Pro is a cloud-based workforce management platform used by thousands of employers across the United States. AMA implemented TimeTrack Pro to improve the accuracy and efficiency of its timekeeping and payroll processes. (Okafor Decl. ¶ 4; Declaration of Karen Fong ("Fong Decl.") ¶ 2.)

As configured for AMA, TimeTrack Pro includes an automatic deduction feature: for any shift of six hours or more, the system automatically deducts 30 minutes from the employee's recorded time, reflecting the presumption that the employee took a compliant 30-minute meal period during that shift. AMA acknowledges that the six-hour threshold was inconsistent with IWC Wage Order 12's five-hour requirement. This discrepancy — which meant that employees working shifts between five and six hours would not have a meal period auto-deduction applied, potentially resulting in an overpayment rather than an underpayment for those employees — was identified in the course of this litigation and corrected to five hours in December 2022. (Okafor Decl. ¶ 4; Fong Decl. ¶ 3.)

In addition to the auto-deduction feature, TimeTrack Pro includes a "Missed Meal Attestation" feature. When activated, this feature displays a prompt on the time clock terminal at the end of each qualifying shift, asking the employee to confirm whether they received a compliant 30-minute meal period. If the employee selects the option indicating that they missed their meal period or that their meal period was interrupted or shortened, the system overrides the auto-deduction for that shift, adds the 30 minutes back to the employee's recorded work time, and automatically triggers a one-hour meal period premium payment on the employee's next paycheck. The feature is designed to provide a simple, accessible mechanism for employees to report missed meals without needing to contact HR or Payroll directly. (Fong Decl. ¶ 4; Deposition of Marcus Yee ("Yee Dep.") at 42:3–44:18.)

The activation of the Missed Meal Attestation feature, however, was inconsistent across AMA's facilities. This inconsistency is central to the certification dispute and warrants careful attention:

Facilities where the Attestation feature was activated (First-Wave Rollout — January 2019): The Attestation feature was activated at Facilities 1 (West Hollywood), 3 (Sherman Oaks), 5 (Hollywood), and 6 (Santa Monica) as part of the initial, first-wave rollout of TimeTrack Pro on January 1, 2019. These four facilities were the first to transition from the manual timesheet system to TimeTrack Pro, and the Attestation feature was included in the standard configuration deployed at these sites. (Fong Decl. ¶ 4.)

Facilities where the Attestation feature was NOT activated (Second-Wave Rollout — March 2019): The Attestation feature was not activated at Facilities 2 (Studio City), 4 (Burbank), and 7 (El Segundo). These three facilities transitioned to TimeTrack Pro in a second wave, approximately two months after the initial rollout, in March 2019. The failure to activate the Attestation feature at these facilities was the result of an administrative oversight during the second-wave configuration process — specifically, the NovaPay configuration team inadvertently omitted the Attestation module from the deployment package for the three second-wave sites, and the omission was not caught during AMA's internal quality assurance review of the rollout. The discrepancy was not identified until November 2022, when AMA's litigation counsel, in connection with the document review for this case, first examined the system configuration records. The Attestation feature was activated at all three second-wave facilities in December 2022. (Okafor Decl. ¶ 5; Fong Decl. ¶¶ 4–5; Yee Dep. at 56:12–58:20.)

The significance of this distinction cannot be overstated. At the four first-wave facilities, employees had a readily accessible electronic mechanism to report missed meal periods. The usage rates at these facilities during the class period were as follows:

(Fong Decl. ¶ 6.)

These low utilization rates — ranging from 1.8% to 4.1% of eligible shifts — are far more naturally explained by the inference that the overwhelming majority of employees at these four facilities actually took compliant meal breaks than by Plaintiffs' alternative hypothesis that employees were systematically denied breaks but were somehow also systematically deterred from using the readily available attestation feature. AMA addresses this point in detail in Part IV.A.1, infra.

At the three second-wave facilities (Facilities 2, 4, and 7), where the Attestation feature was not activated, employees who missed a meal period were left to rely on the alternative reporting mechanism set forth in AMA's written policy — direct notification of their supervisor. Whether this alternative mechanism was adequate for each individual employee at each of these three facilities, and whether each employee actually missed a compliant meal period, are questions that depend on individualized facts. But at minimum, the absence of the Attestation feature at these three facilities distinguishes them categorically from the four facilities where the feature was active — a distinction that Plaintiffs' proposed class definition ignores entirely.

E. Discovery Conducted

The parties have engaged in extensive discovery over the course of this litigation. AMA produced 147,832 documents comprising approximately 1.2 million pages, including personnel files, payroll records, timekeeping data, system configuration records, internal communications, production schedules, call sheets, and corporate policy documents. Plaintiffs produced 3,412 documents. (Declaration of Devon Archer ("Archer Decl.") ¶ 2.)

The parties have taken 18 depositions: 11 by Plaintiffs and 7 by AMA. These include depositions of all three named Plaintiffs (Fuentes, Halloran, and Padilla); AMA's persons most knowledgeable witnesses (Lorraine Okafor, Celine Arroyo, and Karen Fong); Marcus Yee, Director of Client Data Services at NovaPay Solutions Inc.; three AMA Unit Production Managers (Jason Okuda, Facility 2; Rhonda Billings, Facility 4; and Petra Hernandez, Facility 5); and four former AMA employees noticed by Plaintiffs. (Archer Decl. ¶ 3.)

The parties exchanged expert reports in accordance with the Court's case management order. Plaintiffs retained Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC, who submitted an expert report dated April 28, 2023. AMA retained Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC (industrial/organizational expert), who submitted a report dated May 19, 2023, and Dr. Catherine Lindstrom of Hargrove Analytics Inc. (economics/damages expert), who submitted a report dated June 9, 2023. (Archer Decl. ¶ 4.)

Electronic discovery was managed by Marlowe Asset Management Litigation Technology Inc. pursuant to the parties' ESI Protocol Stipulation, which was entered by the Court on January 13, 2023. AMA also issued a third-party subpoena to NovaPay Solutions Inc. for timekeeping data, system configuration records, and audit logs (issued February 8, 2023). Marcus Yee, NovaPay's Director of Client Data Services, was deposed on May 5, 2023. (Archer Decl. ¶¶ 5–6.)

F. Named Plaintiffs' Individual Experiences — Deposition Testimony

The deposition testimony of the three named Plaintiffs reveals fundamentally different workplace experiences, reflecting the diverse operational environments across AMA's facilities and show units. This testimony underscores why the putative class cannot be treated as a single, cohesive group.

Marisol Fuentes was deposed on May 2, 2023. Fuentes worked as a Production Coordinator in AMA's Unscripted Programming Division at the Studio City facility (Facility 2). She testified that she "rarely" received a full 30-minute meal period on shooting days, estimating that she received a compliant break on approximately one out of every three or four shoot days. (Fuentes Dep. at 78:14–79:8.) She testified that she was unaware of the Missed Meal Attestation feature on the TimeTrack Pro time clock terminal — which is unsurprising, given that the feature was never activated at Facility 2. (Fuentes Dep. at 84:3–85:2.) Fuentes also testified that pre-shift setup for unscripted shoots typically began 30–45 minutes before her official clock-in time and that she was expected to have production materials organized and the set "prepped and ready" before the Unit Production Manager arrived. (Fuentes Dep. at 92:6–94:18.)

On cross-examination, however, Fuentes acknowledged several significant facts. She admitted that during her more than three years of employment at AMA, she never filed a formal complaint with Human Resources about missed meal periods. (Fuentes Dep. at 112:4–113:2.) She also acknowledged that on non-shooting days — office days and prep days when no active filming was taking place — she "typically" received full meal and rest breaks. (Fuentes Dep. at 115:8–116:10.) When asked what percentage of her workdays during her tenure were shooting days versus office/prep days, she estimated "about half and half, maybe a little more office days." (Fuentes Dep. at 117:3–118:1.) This concession is important: even by Fuentes's own account, her meal period concerns were confined to shooting days, which constituted roughly half of her workdays.

Derek Halloran was deposed on May 9, 2023. Halloran worked as a Post-Production Assistant at the Hollywood facility (Facility 5) in AMA's Digital Content Division. His work was entirely office-based, performed in editing suites. He testified that he was "usually" able to take a meal break during his shifts, but that during "crunch periods" — which he defined as the two-to-three-week periods immediately preceding content delivery deadlines — he worked through his meal breaks to meet production timelines. (Halloran Dep. at 64:8–66:14.) Halloran testified that he was aware of the Missed Meal Attestation feature on the TimeTrack Pro terminal at Facility 5 — the feature was active at that facility — but that he "never used it because nobody else did and I didn't want to cause problems." (Halloran Dep. at 72:11–73:18.) He also testified that he typically spent 15–30 minutes before his scheduled clock-in time logging into editing systems, setting up his workstation, and organizing the day's media files. (Halloran Dep. at 88:2–90:6.)

Halloran's testimony is particularly notable because it demonstrates the individualized nature of the claims even within a single facility. His decision not to use the Attestation feature — a feature that was available to him and that he knew about — was driven by his own subjective perception of workplace culture, not by any AMA policy or directive. Whether that subjective perception constitutes a waiver, an excuse, or evidence of a broader coercive culture is a question that can only be answered with reference to Halloran's individual circumstances.

Yesenia Padilla was deposed on May 16, 2023. Padilla worked as a Segment Coordinator in AMA's Live Events Division at the Burbank facility (Facility 4). Her testimony painted a picture dramatically different from both Fuentes and Halloran. Padilla testified that live event productions — concerts, award shows, and similar time-critical broadcasts — required production crews to be "on their feet and ready the entire show" and that meal breaks during live productions were "practically impossible." (Padilla Dep. at 54:8–56:2.) She testified that the Missed Meal Attestation feature was not available at the Burbank facility, confirming the second-wave rollout gap. (Padilla Dep. at 62:14–63:8.) Padilla described a workplace culture specific to live events in which "everyone knew you didn't get breaks during a show, and nobody complained because that's just how it worked." (Padilla Dep. at 68:4–69:12.)

Padilla also testified, however, that live event productions did not occur every day. When no live event was in production, the Live Events Division operated on a more regular office schedule involving planning, logistics, and coordination. (Padilla Dep. at 71:2–72:18.) On those days, she testified, she generally received her meal and rest breaks. (Padilla Dep. at 73:6–74:1.) Padilla separated from AMA on May 17, 2022, more than six months before the initial complaint in this action was filed on November 1, 2022.

The deposition testimony of the three named Plaintiffs thus reveals three distinct workplace experiences: a production coordinator on an unscripted show set who missed meals on shooting days but not office days; a post-production assistant in an editing suite who "usually" received breaks but worked through them during deadline crunches and chose not to use the available attestation feature; and a live events coordinator who experienced break deprivations during live productions but received breaks on planning and prep days. These three experiences are not variations on a common theme — they are fundamentally different narratives arising from fundamentally different work environments, under different supervisors, in different divisions, at different facilities.

III. LEGAL STANDARD

A. Class Certification Requirements Under California Law

Class certification in California is governed by Code of Civil Procedure section 382 and California Rules of Court, Rule 3.764. The party seeking certification bears the burden of establishing each prerequisite for class treatment. (Sav-On Drug Stores, Inc. v. Superior Court (2004) 34 Cal.4th 319, 326.) "The certification question is 'essentially a procedural one that does not ask whether an action is legally or factually meritorious.'" (Id. at 326, quoting Linder v. Thrifty Oil Co. (2000) 23 Cal.4th 429, 439–440.) However, to resolve the procedural question, the court must examine the legal and factual issues underlying the claims to determine whether common or individual issues predominate. (Id. at 327; Washington Mut. Bank v. Superior Court (2001) 24 Cal.4th 906, 913.)

To obtain class certification, a plaintiff must establish:

1. Ascertainability. The proposed class must be defined with sufficient precision that it is possible to identify class members and determine who is and who is not included in the class. (Hicks v. Kaufman & Broad Home Corp. (2001) 89 Cal.App.4th 908, 914.)

2. Community of Interest. The community of interest requirement encompasses three distinct factors:

a. Predominance of Common Questions. Common questions of law or fact must predominate over questions affecting individual class members. This is the most important factor and is often dispositive. (Sav-On, 34 Cal.4th at 326.) The predominance requirement is not satisfied merely by showing that some common questions exist — the plaintiff must demonstrate that common questions predominate over individual ones, such that resolution of the common questions will materially advance the litigation. (Id.)

b. Typicality. The claims of the named plaintiffs must be typical of the claims of the class. Typicality is established where the named plaintiffs' claims arise from "the same event or course of conduct" and are "based on the same legal theory" as the claims of the absent class members. (Id. at 326.)

c. Adequacy. The named plaintiffs must be able to fairly and adequately protect the interests of the class as a whole. This requires both that the named plaintiffs have no disqualifying conflicts with other class members and that they will prosecute the action vigorously. (Cal. Rules of Court, Rule 3.764(a)(3).)

3. Superiority. A class action must be superior to other available methods for the fair and efficient adjudication of the controversy. The court must consider whether class treatment will yield economies of time, effort, and expense and whether alternative mechanisms — such as individual actions, PAGA representative actions, or administrative remedies — would be more appropriate. (Sav-On, 34 Cal.4th at 332.)

The trial court has broad discretion in ruling on motions for class certification, but that discretion must be exercised within the framework of these established requirements.

B. The Predominance Requirement in Wage-and-Hour Cases

The predominance requirement takes on particular significance in California wage-and-hour cases, where the California Supreme Court has provided detailed guidance on the relationship between employer policies, individual employee experiences, and class-wide adjudication.

In Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004, the Supreme Court clarified that an employer's obligation with respect to meal periods is to provide meal periods — not to ensure that employees take them. (53 Cal.4th at 1040.) The employer "satisfies its obligation . . . if it relieves its employees of all duty, relinquishes control over their activities and permits them a reasonable opportunity to take an uninterrupted 30-minute break, and does not impede or discourage them from doing so." (Id.) If an employee is provided a compliant opportunity and voluntarily chooses to forego the break, the employer is not liable. (Id.)

Brinker also addressed the certification question directly. The court held that class certification may be appropriate where the employer maintained a "uniform policy" that can be evaluated on a class-wide basis — for example, a written policy that on its face fails to comply with meal period requirements, or a systemic practice of scheduling shifts in a manner that precludes breaks. (53 Cal.4th at 1033.) But where the central factual question is whether each individual employee actually received a compliant break — and where the answer to that question depends on the employee's particular show unit, production schedule, supervisor, and individual actions — common questions do not predominate. (Id.)

The Supreme Court further elaborated on the limits of class treatment in Duran v. U.S. Bank Nat'l Ass'n (2014) 59 Cal.4th 1. In Duran, the court reversed a class-wide judgment for misclassified employees, holding that the trial court's methodology — which relied on a small, non-representative sample of class members to extrapolate conclusions about the entire class — violated the employer's due process rights. The court emphasized that class certification is inappropriate where trial would "inevitably degenerate into a series of individual mini-trials" regarding each class member's particular circumstances. (59 Cal.4th at 28–29.)

Similarly, in Dailey v. Sears, Roebuck & Co. (2013) 214 Cal.App.4th 974, the Court of Appeal affirmed the denial of class certification in a meal and rest break case, concluding that individualized issues regarding whether specific employees were actually denied breaks — including the employee's particular work location, supervisor, job duties, and personal choices — defeated the predominance requirement. (214 Cal.App.4th at 990–991.)

Finally, the United States Supreme Court's decision in Granite Harbor Partners LLC v. Behrend (2013) 569 U.S. 27, while arising in the antitrust context, provides an important principle applicable here: a damages model must match the plaintiff's theory of liability. A model that is "not susceptible to class-wide proof" cannot support certification, because it would require individualized inquiry into each class member's damages. (569 U.S. at 35.) Where, as here, the plaintiff's damages expert assumes that every auto-deduction constitutes a violation — an assumption untethered to the plaintiff's Brinker-based theory that AMA denied meal periods — the model cannot provide the common proof necessary for class-wide adjudication.

IV. ARGUMENT

A. Common Questions Do Not Predominate Over Individual Questions

Plaintiffs bear the burden of demonstrating that common questions of law or fact predominate over individual questions. They have not carried that burden. On the contrary, the record demonstrates that the resolution of Plaintiffs' claims — whether analyzed under the meal period, rest period, off-the-clock, or derivative theories — requires the kind of individualized, employee-by-employee inquiry that makes class treatment not only inappropriate but unmanageable.

1. Meal Period Claims — The Auto-Deduction Does Not Establish Class-Wide Liability

Plaintiffs' meal period claims rest on a fundamental conceptual error: the conflation of a timekeeping method with a substantive policy of denying breaks. The TimeTrack Pro auto-deduction feature is a recording mechanism. It records the time assumed to be taken for a compliant meal period. It does not deny anyone a meal period. It does not prevent anyone from eating. It does not require anyone to work through lunch. It is a system configuration choice — a default assumption that, for qualifying shifts, the employee took a 30-minute break.

To illustrate: An employee who clocks in at 8:00 a.m., takes a compliant 30-minute meal period beginning at noon, and clocks out at 5:00 p.m. will have 9.0 hours of clock time. The auto-deduction subtracts 0.5 hours, yielding 8.5 hours of recorded work time. But the employee actually worked only 8.5 hours (9.0 hours minus the 0.5-hour meal period), so the auto-deduction produces an accurate result. For this employee — and for every employee who actually took a compliant break — the auto-deduction is a neutral, accurate timekeeping feature, not a wage violation.

The auto-deduction creates a problem only when an employee does not take a compliant meal period — in which case the 30-minute deduction reduces the employee's compensable hours by 30 minutes that should have been paid, and the employee is also owed a one-hour meal period premium under Labor Code section 226.7. But whether any particular employee on any particular shift actually missed a compliant meal period is a question that can only be answered with reference to that employee's individual circumstances. The auto-deduction does not answer it. The auto-deduction tells us nothing about what actually happened during the employee's shift.

Under Brinker, the substantive question in a meal period case is whether the employer provided a compliant meal period opportunity — whether each employee was relieved of all duty, given an opportunity for an uninterrupted 30-minute break, and not impeded or discouraged from taking it. (53 Cal.4th at 1040.) Answering this question for each of the approximately 1,850 putative class members across AMA's 14 show units requires consideration of the following individualized factors:

• Which show unit was the employee assigned to? As detailed in Part II.B, supra, AMA's show units operate in fundamentally different environments. A post-production assistant in an editing suite at the Hollywood facility has a categorically different work experience than a segment coordinator at a live concert venue or a production coordinator on an outdoor field shoot. The nature and intensity of the production, the available facilities, and the practical constraints on scheduling all differ by show unit.

• What was the production schedule on each particular shift? Even within a single show unit, production schedules vary from day to day. A shoot day on "Kitchen Clash" may run 10 hours; a non-shoot prep day may run 8 hours. A live concert broadcast may require 14 hours of crew availability; a planning session for the next event may require only 8. Whether a compliant meal period was provided on any given day depends on the specific schedule for that day.

• What were the supervisor's (UPM's/Line Producer's) specific practices regarding break scheduling? As documented in Dr. Makhija's analysis, supervisory practices varied materially across all 14 show units. Some UPMs scheduled strict, mandatory break times and enforced compliance through production schedule notations. Others allowed flexible, self-directed breaks, trusting employees to take breaks at appropriate times. Still others supervised breaks only when feasible given the constraints of the particular production. (Makhija Decl. ¶¶ 12–14.)

• Was the employee on a shooting day or an office/prep day? Even Plaintiff Fuentes acknowledged that her meal period concerns were confined to shooting days and that she "typically" received breaks on office and prep days. (Fuentes Dep. at 115:8–116:10.) The percentage of shooting versus office days varied by show unit, by season, and by the employee's particular role within the show unit.

• Did the employee choose to forego a break for personal reasons? Under Brinker, an employee who is provided a compliant meal period opportunity and voluntarily chooses not to take it — whether out of personal preference, a desire to leave early, or a reluctance to interrupt workflow — does not have a valid meal period claim. This is an inherently individualized inquiry.

These are not marginal variations around a common core. They are fundamental differences that go to the heart of liability. A class trial on the meal period claim would require the fact-finder to assess, for each class member, whether that particular employee, in that particular show unit, under that particular supervisor, on each particular shift during the class period, was or was not provided a compliant meal period opportunity. This is precisely the type of inquiry that the California Supreme Court in Duran held cannot be resolved through class treatment.

The Attestation Feature Distinction Undermines Plaintiffs' "Uniform Policy" Theory. Perhaps the most devastating blow to Plaintiffs' certification theory is the attestation data from the four facilities where the Missed Meal Attestation feature was activated. At Facilities 1, 3, 5, and 6, employees had a simple, readily accessible electronic mechanism to report missed or shortened meal periods. All they had to do was select a single option on the time clock terminal at the end of their shift. The system would then automatically override the auto-deduction and trigger a one-hour meal period premium payment on their next paycheck. No paperwork. No HR complaint. No confrontation with a supervisor. One selection on a screen.

The utilization rates were remarkably low: 2.3% at West Hollywood, 4.1% at Sherman Oaks, 1.8% at Hollywood, and 3.7% at Santa Monica. (Fong Decl. ¶ 6.) These figures tell a compelling story. At these four facilities, which together account for a substantial majority of the putative class, 96–98% of employees on 96–98% of eligible shifts did not report a missed meal period. The most natural and parsimonious explanation for this data is that 96–98% of employees at these facilities actually took their meal breaks. The auto-deduction accurately reflected reality for the overwhelming majority of shifts.

Plaintiffs may attempt to argue that the low utilization rates reflect not actual compliance but rather a pervasive culture of suppression — that employees were afraid to use the attestation feature or were unaware of its existence. But this argument faces severe evidentiary obstacles. The only named Plaintiff who worked at a facility where the feature was active — Halloran at Facility 5 — testified that he knew about the feature but chose not to use it "because nobody else did and I didn't want to cause problems." (Halloran Dep. at 72:11–73:18.) Halloran's subjective reluctance is anecdotal evidence of one employee's personal decision. It cannot, without individualized inquiry into each class member's knowledge, motivations, and circumstances, be extrapolated to the entire class at all four attestation-active facilities. Indeed, Halloran's own testimony suggests that the reason "nobody else" used it may have been that nobody else needed to — because they were taking their breaks.

Plaintiffs cannot prove a class-wide meal period violation at these four facilities. The attestation data affirmatively indicates that the vast majority of employees at Facilities 1, 3, 5, and 6 took compliant meal breaks. Including these employees in a certified class — and subjecting AMA to class-wide liability for shifts where no violation occurred — would be the antithesis of the efficiency and fairness that class certification is intended to promote.

At the three facilities where the Attestation feature was not activated (Facilities 2, 4, and 7), the question is closer, because employees at those facilities lacked the electronic mechanism to report missed breaks. But even there, AMA's written policy directed employees to "notify their supervisor immediately" if they were unable to take a meal or rest break. Whether each employee at those facilities actually missed a break, and whether the alternative reporting mechanism (supervisor notification) was adequate for that employee, are questions that depend on individualized testimony. The absence of the attestation feature is a systemic fact that can be evaluated on a common basis, but the downstream question — did this particular employee actually miss a break on this particular shift? — remains individualized.

Plaintiffs' Expert Model (Dr. Howard Rennick) Does Not Provide Viable Common Proof. Plaintiffs' damages expert, Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC, submitted a report dated April 28, 2023, offering a class-wide damages model that purports to calculate total meal period premium liability. Dr. Rennick's model assumes that every auto-deducted meal period constitutes a "missed" meal period for which a one-hour premium is owed, unless a Missed Meal Attestation record indicates that the employee already received a premium. Based on this assumption, Dr. Rennick calculates aggregate class-wide damages of $38.6 million.

This model is fundamentally flawed and cannot support class certification under Granite Harbor Partners LLC v. Behrend.

First, the auto-deduction is designed to record compliant meal periods, not violations. As explained above, the auto-deduction produces an accurate result for any employee who actually took a 30-minute meal break. Treating every auto-deduction as a "missed" meal inverts the purpose of the timekeeping system and assumes the conclusion rather than proving it.

Second, the model does not account for employees who actually took compliant breaks — which, based on the attestation data at the four active facilities, is the vast majority. At those facilities, 96–98% of eligible shifts produced no attestation, strongly suggesting that 96–98% of employees took compliant breaks. Rennick's model treats all of these shifts as violations, inflating the damages figure by orders of magnitude.

Third, the model treats all facilities, all 14 show units, and all shifts identically, as if every employee had the same work experience. It ignores the statistically significant variation across show units documented by Dr. Makhija — including the vast disparity between the 2.1% self-reported missed-meal rate for the studio-based "Kitchen Clash" show and the 18.7% rate for the field-based "Summit Challenge" show. (Makhija Decl. ¶¶ 8–22.) A model that ignores these differences does not measure reality.

Fourth, and most fundamentally, the model does not match Plaintiffs' theory of liability. Under Brinker, a meal period violation occurs when the employer fails to provide a compliant meal period — not when a timekeeping system records an auto-deduction. Rennick's model measures the number of auto-deductions, not the number of actual violations. It answers the wrong question. Under Northgate Enterprises, a damages model that does not correspond to the theory of liability "cannot possibly establish that damages are susceptible of measurement across the entire class" and therefore cannot support certification. (569 U.S. at 35.)

(Declaration of Dr. Catherine Lindstrom ("Lindstrom Decl.") ¶¶ 5–14; see also AMA's Evidentiary Objections to Declaration of Dr. Howard Rennick, filed concurrently herewith.)

AMA's damages expert, Dr. Catherine Lindstrom of Hargrove Analytics Inc., provides a methodologically sound alternative analysis in her report dated June 9, 2023. Dr. Lindstrom uses the actual Missed Meal Attestation data from the four facilities where the feature was active to estimate the actual rate of missed meal periods at those facilities. She then applies a conservative extrapolation methodology to estimate the rate of missed meals at the three facilities where the feature was not active, using facility-specific adjustments based on show unit type, shift length distributions, and production intensity metrics derived from Dr. Makhija's analysis. Her resulting estimate of aggregate damages is $5.8 million — compared to Rennick's $38.6 million. (Lindstrom Decl. ¶¶ 15–22.)

The disparity between these two figures — a difference of nearly $33 million, or approximately 565% — is itself powerful evidence that Rennick's methodology is unreliable and that actual damages depend on individualized determination. If damages could truly be measured on a class-wide basis using common proof, one would expect the competing experts' estimates to be in the same general range. The $33 million gulf between them demonstrates that the choice of methodology — and, more fundamentally, the assumption about how many employees actually missed breaks — drives the result. That assumption can only be tested through individualized evidence.

2. Rest Period Claims — No Common Proof Whatsoever

Plaintiffs' rest period claims fail the predominance requirement even more decisively than their meal period claims. Rest periods, unlike meal periods, are not recorded in the TimeTrack Pro system. This is standard industry practice, because rest periods under California law are paid time during which employees remain on the clock. There is no auto-deduction for rest periods, no attestation feature, and no systemic data from which to determine whether any particular employee was or was not provided a compliant rest period on any particular day.

Plaintiffs' evidence on rest periods consists solely of anecdotal declarations from the three named Plaintiffs. But each named Plaintiff worked in a different division, at a different facility, under a different supervisor, with fundamentally different operational conditions:

• Fuentes worked in Unscripted Programming at Studio City (Facility 2). Her testimony regarding rest periods relates to the operational demands of unscripted television shoots at Stages A and B, under the supervision of UPM Jason Okuda.

• Halloran worked in Post-Production at Hollywood (Facility 5). His testimony regarding rest periods relates to the demands of editing suite work during deadline crunches, under the supervision of a post-production department head.

• Padilla worked in Live Events at Burbank (Facility 4). Her testimony regarding rest periods relates to the unique time pressures of live event productions, under the supervision of UPM Rhonda Billings.

These three individuals' experiences do not provide a basis for inferring a class-wide rest period violation across all 14 show units at all seven facilities. The question of whether any particular employee received compliant rest periods depends entirely on individualized facts: the employee's specific show unit, the production schedule on that particular day, the supervisor's practices for scheduling rest periods, the physical layout and facilities available at the production location, and the employee's own choices. There is no common question of law or fact that can be resolved on a class-wide basis.

The Court of Appeal's decision in Dailey v. Sears, Roebuck & Co. (2013) 214 Cal.App.4th 974, is directly on point. In Dailey, the court affirmed denial of class certification for rest break claims where the evidence demonstrated that individual employees had materially different experiences regarding whether they were provided rest periods, depending on their particular work location, job duties, and supervisor. (214 Cal.App.4th at 990–991.) The same individualized inquiry is required here — and the lack of any systemic rest period data makes the case for certification even weaker than in Dailey.

3. Off-the-Clock/Overtime Claims — Inherently Individualized

Plaintiffs' off-the-clock claims allege that class members performed uncompensated pre-shift setup (30–45 minutes) and post-shift wrap (15–30 minutes) on a regular basis. By definition, this alleged work was not recorded in any timekeeping system — the whole premise of the claim is that the work occurred outside of recorded clock time. There is therefore no systemic data from which to determine whether any particular employee performed off-the-clock work, how much such work was performed, or whether the work was compensable.

Critically, Plaintiffs have presented no evidence that AMA maintained a policy requiring off-the-clock work. AMA's written policy expressly requires non-exempt employees to record all time worked and prohibits off-the-clock work. (Okafor Decl. ¶ 6, Exh. B [AMA Timekeeping Policy].) The allegation is not that AMA told employees to work off the clock, but rather that individual supervisors in individual show units allegedly "expected" or "required" certain pre-shift and post-shift tasks without ensuring that employees clocked in for them. Whether this occurred in any particular case depends on the specific show unit, the call time, the employee's job duties, the supervisor's expectations, and the specific tasks performed.

Moreover, the distinction between compensable "suffered or permitted" work and non-compensable personal preparation is inherently individualized. An employee who arrives 30 minutes early to set up equipment, log footage, or prepare production materials is performing potentially compensable work. An employee who arrives 30 minutes early to get coffee, chat with colleagues, change into work attire, or review personal emails is not. Drawing this line for each of 1,850 putative class members on each of their shifts during a multi-year class period is precisely the type of individualized inquiry that Duran prohibits in class actions.

Plaintiffs have presented only anecdotal evidence from three declarants — each describing different pre-shift and post-shift activities in different show units at different facilities. This evidence cannot sustain class treatment. There is no common question of law or fact that can be resolved on a class-wide basis with respect to the off-the-clock claims.

4. Wage Statement (Cal. Lab. Code § 226) and UCL (Cal. Bus. & Prof. Code § 17200) Claims — Entirely Derivative

Plaintiffs' wage statement claim under Labor Code section 226 alleges that AMA's wage statements were inaccurate because they failed to reflect off-the-clock work time and unpaid meal period premiums. Plaintiffs' Unfair Competition Law claim under Business & Professions Code section 17200 incorporates the underlying Labor Code violations as predicate "unlawful" business practices.

Both claims are entirely derivative of the underlying meal period, rest period, and overtime claims. They have no independent factual basis. A wage statement is "inaccurate" under section 226 only if the underlying wages were actually owed — which, as demonstrated above, can only be determined through individualized inquiry. Similarly, the UCL claim rises or falls with the predicate Labor Code violations. If the underlying claims require individualized adjudication — and they do — then the derivative wage statement and UCL claims cannot be adjudicated on a class-wide basis either.

A class-wide determination of the derivative claims would require first resolving the underlying claims for each class member — which, as established above, cannot be done on a class-wide basis. Certifying the derivative claims would therefore add nothing to the efficiency of the litigation while importing all of the individualized inquiry problems that plague the underlying claims.

5. Waiting Time Penalties (Cal. Lab. Code §§ 201–203) — Individual Determination Required

Plaintiffs' claim for waiting time penalties under Labor Code sections 201 through 203 is premised on the allegation that AMA willfully failed to pay all wages owed to employees upon their separation from employment. Waiting time penalties are assessed at the employee's daily rate of pay for each day that wages remain unpaid, up to a maximum of 30 days.

The threshold question for any waiting time penalty claim is whether the employee was actually owed unpaid wages at the time of separation. This cannot be determined without first resolving, for each individual separated employee, whether that employee was owed meal period premiums, rest period premiums, or overtime wages — all of which, as demonstrated above, require individualized inquiry.

During the class period, AMA estimates that approximately 740 employees separated from employment. (Okafor Decl. ¶ 8.) Each of these 740 separations would require individual analysis to determine: (1) whether the employee was owed any unpaid wages at the time of separation; (2) the amount of any such unpaid wages; (3) whether AMA's failure to pay (if any) was "willful" within the meaning of section 203; and (4) the amount of any resulting penalties. This is not amenable to class-wide resolution.

6. Minimum Wage (Cal. Lab. Code §§ 1197, 1197.1) — Derivative of Overtime Claim

Plaintiffs' minimum wage claim alleges that when unrecorded off-the-clock work time is factored into the calculation of hours worked, the effective hourly rate for certain shifts fell below the applicable minimum wage. This claim is entirely derivative of the off-the-clock claim. It cannot be resolved without first determining, for each class member, whether and how much off-the-clock work was performed — a question that, as established in Part IV.A.3, supra, is inherently individualized.

If the off-the-clock claim cannot be certified for class treatment — and it cannot — then the derivative minimum wage claim fails as well. There is no independent basis for certifying the minimum wage claim, and Plaintiffs have not identified one.

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

Typicality requires that the named plaintiffs' claims arise from "the same event or course of conduct" and be "based on the same legal theory" as the claims of the absent class members. (Sav-On Drug Stores, Inc. v. Superior Court (2004) 34 Cal.4th 319, 326.) The named plaintiffs' claims must be "reasonably co-extensive with those of absent class members" — they need not be identical, but they must share the same essential characteristics. (Id.)

Here, the three named Plaintiffs worked in three different AMA divisions, at three different facilities, under different supervisors, in fundamentally different work environments. Their individual experiences are not "reasonably co-extensive" with one another, let alone with the approximately 1,850 putative class members spread across 14 show units. Each named Plaintiff faces unique factual and legal issues that would not advance the interests of the broader class.

Marisol Fuentes worked in Unscripted Programming at the Studio City facility (Facility 2), one of the three facilities where the Missed Meal Attestation feature was not activated. Her claims arise from the particular circumstances of unscripted television production at Stages A and B, under the supervision of UPM Jason Okuda, and are informed by the fact that she lacked access to the electronic attestation mechanism. Her experience is categorically different from employees at Facilities 1, 3, 5, and 6, where the attestation feature was active and where employees had a functioning mechanism to report missed meals. Fuentes cannot represent employees who had a tool she never had — employees whose decision not to use the attestation feature (like Halloran's) raises individualized questions about waiver, knowledge, and voluntary choice that are simply not present in Fuentes's case.

Derek Halloran worked in Post-Production at the Hollywood facility (Facility 5), an entirely office-based work environment with regular hours and standard break access. Halloran's own testimony undercuts the class narrative of systematic meal period denial: he testified that he was "usually" able to take a meal break, with exceptions only during periodic "crunch" periods. (Halloran Dep. at 64:8–66:14.) His acknowledgment that he generally received compliant breaks makes him a poor

SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES — CENTRAL DISTRICT
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MEMORANDUM OF POINTS AND AUTHORITIES
I. INTRODUCTION
Defendant Aurelius Media Americas Inc. ("AMA") respectfully opposes Plaintiffs' Motion for Class Certification. The sweeping class proposed by Plaintiffs — encompassing approximately 1,850 current and former non-exempt, hourly employees across seven California production facilities, 14 distinct show units, and a class period spanning from November 1, 2018 to the present — cannot be certified because Plaintiffs have failed to satisfy the prerequisites for class treatment under California Code of Civil Procedure section 382.
At its core, Plaintiffs' theory rests on the premise that AMA's TimeTrack Pro auto-deduction system constituted a monolithic, company-wide policy that systematically denied every class member a compliant meal period on every shift. Reality, as the record makes clear, is far more nuanced. AMA maintained and distributed a facially compliant written Meal and Rest Break Policy. AMA operated the TimeTrack Pro system with an auto-deduction feature that recorded the 30-minute meal period presumptively taken during qualifying shifts. And at four of AMA's seven California facilities, AMA activated a "Missed Meal Attestation" feature that allowed employees to report missed or shortened meal periods with a single selection at the time clock terminal — a feature that, where active, was utilized on only 2–4% of eligible shifts, strongly suggesting that the vast majority of employees at those facilities actually took their meal breaks.
Plaintiffs' proposed class glosses over these critical distinctions. AMA's 14 show units operate in vastly different environments — from controlled studio sets with reliable 8–10 hour production days and predictable, pre-scheduled meal breaks, to remote field locations with extended 14–16 hour shoots where logistical constraints may present challenges, to live event productions where the timing of the event dictates every aspect of the crew's schedule. Supervisory practices, scheduling, operational demands, and the meal and rest break experiences of individual employees vary dramatically not only across facilities and show units but across individual shifts within the same unit, depending on the nature of the production that day. These are not marginal differences. They are fundamental distinctions that render class-wide adjudication of Plaintiffs' claims impossible without devolving into hundreds of individualized mini-trials — precisely the outcome the California Supreme Court has cautioned against.
Plaintiffs' expert, Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC, offers a damages model that assumes, without evidentiary support, that every auto-deducted meal period across all seven facilities and all 14 show units constitutes a "missed" meal period for which a premium is owed. This assumption is demonstrably false. It ignores the attestation data from the four facilities where the feature was active — data showing that 96–98% of employees at those facilities did not report missed meals. It treats a timekeeping mechanism as if it were a substantive denial of rights. And it yields a bloated damages figure of $38.6 million that bears no rational relationship to the actual extent of any meal period violations. AMA's expert, Dr. Catherine Lindstrom of Hargrove Analytics Inc., using actual attestation data and conservative extrapolation, estimates aggregate damages at $5.8 million — a figure nearly seven times smaller. This dramatic disparity is itself powerful evidence that Plaintiffs' theory cannot be resolved with common proof.
Certification should be denied for all causes of action. In the alternative, if the Court is inclined to grant some form of certification, AMA respectfully requests that certification be limited to the narrow question of whether AMA's auto-deduction system configuration, as applied at the three facilities where the Missed Meal Attestation feature was not activated (Facilities 2, 4, and 7 — Studio City, Burbank, and El Segundo), resulted in the systematic denial of first-meal-period premiums. Even that narrowed inquiry will require substantial individualized evidence, but it at least focuses on the discrete systemic issue — the administrative oversight in the second-wave rollout — that Plaintiffs have identified.
AMA presents this Opposition supported by the declarations of Lorraine Okafor (Senior Vice President, Human Resources), Celine Arroyo (Director of Production Operations), Karen Fong (Payroll Manager), Dr. Rajesh Makhija (Workforce Dynamics Consulting LLC — industrial/organizational expert), Dr. Catherine Lindstrom (Hargrove Analytics Inc. — economics/damages expert), and Devon Archer (authentication of exhibits), as well as the concurrently filed Evidentiary Objections and Compendium of Exhibits.
II. FACTUAL BACKGROUND
A. The Parties
Defendant Aurelius Media Americas Inc. ("AMA") is a Delaware corporation, qualified and doing business in the State of California, with its principal place of business at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069. AMA is a wholly owned subsidiary of Aurelius Global Media Group PLC ("AGMG"), a public limited company organized under the laws of England and Wales (Companies House Registration No. 08412667), whose ordinary shares are listed on the London Stock Exchange under the symbol AGMG. AMA operates as AGMG's primary North American production and distribution division, specializing in unscripted television programming, live event production, digital content, and post-production services.
As of the filing of this Opposition, AMA employs approximately 3,200 individuals in the United States, of whom approximately 2,400 are based in California. The California-based workforce includes a mix of full-time salaried employees (approximately 780), full-time hourly employees (approximately 1,020), and part-time or project-based hourly employees (approximately 600). AMA's United States revenue for fiscal year 2022 was approximately $687.4 million, with the majority derived from production services, content licensing, and live event management. (Declaration of Lorraine Okafor ("Okafor Decl.") ¶ 2.)
The three named Plaintiffs each held non-exempt, hourly positions in different AMA divisions and at different AMA facilities during the class period:
Marisol Fuentes. Fuentes was employed as a Production Coordinator in AMA's Unscripted Programming Division from March 14, 2019 through August 5, 2022. She worked primarily at AMA's Studio City facility (Facility 2), located at 4024 Penmark Strategy Partners Avenue, Studio City, California. Her hourly rate at the time of her separation from AMA was $28.50. Fuentes's responsibilities included coordinating production schedules, managing logistics for on-set shoots, and serving as the primary liaison between the Unit Production Manager and the production crew for unscripted programming shoots on Stages A and B at the Studio City facility. (Deposition of Marisol Fuentes ("Fuentes Dep.") at 24:8–26:15.)
Derek Halloran. Halloran was employed as a Post-Production Assistant in AMA's Digital Content Division from June 1, 2020 through November 30, 2022. He worked at AMA's Hollywood facility (Facility 5), located at 1438 N. Gower Street, Hollywood, California. His hourly rate at the time of separation was $24.75. Halloran's duties included logging footage, organizing digital assets, setting up editing workstations, and providing general support to supervising editors during post-production workflows. His work was entirely office-based, performed in an editing suite environment. (Deposition of Derek Halloran ("Halloran Dep.") at 18:2–20:14.)
Yesenia Padilla. Padilla was employed as a Segment Coordinator in AMA's Live Events Division from January 10, 2018 through May 17, 2022. She worked at AMA's Burbank facility (Facility 4), located at 3800 W. Alameda Avenue, Burbank, California. Her hourly rate at the time of separation was $31.00. Padilla coordinated segment logistics for live concert broadcasts, award show productions, and other live event programming, working both at the Burbank facility and at various event venues throughout Southern California. Notably, Padilla separated from AMA on May 17, 2022 — more than six months before the initial complaint in this action was filed on November 1, 2022. (Deposition of Yesenia Padilla ("Padilla Dep.") at 14:6–16:22.)
Plaintiffs are represented by Castellano Byrne & Salas LLP (Marco Castellano, Diane Salas, and Trevor Kim) and Veltrano Employment Law Group PC (Sandra Higuera, as PAGA co-counsel).
B. AMA's California Production Operations
AMA operates seven production facilities in California, each serving distinct functions within AMA's production and post-production infrastructure. The facilities, their locations, and their primary functions are set forth in the following table:
(Okafor Decl. ¶ 3; Declaration of Celine Arroyo ("Arroyo Decl.") ¶ 2.)
During the class period, AMA operated 14 distinct production or "show" units across these seven facilities. All non-exempt hourly employees at these facilities and show units were covered by Industrial Welfare Commission ("IWC") Wage Order 12, applicable to the Motion Picture Industry. The show units, however, are far from homogeneous. They fall into fundamentally different operational categories, each with its own scheduling demands, production rhythms, and practical constraints regarding meal and rest breaks:
Studio-based show units. Shows such as "Kitchen Clash," produced at the West Hollywood Facility 1, operate on predictable 8–10 hour production days. Meal breaks are scheduled in advance and incorporated into the production call sheet. Production staff typically clock out for lunch at a designated time, and breaks are taken without interruption. The studio environment provides controlled conditions — cafeteria access, break rooms, and proximity to personal vehicles — that facilitate compliant meal periods. (Arroyo Decl. ¶ 4.)
Field-based show units. Shows such as "Summit Challenge," coordinated from the Burbank Facility 4 but shot on location at various outdoor and remote sites throughout California, operate on extended 12–16 hour shoot days. Meal breaks are included in the daily call sheet, but logistical challenges inherent in field production — including limited shelter, variable weather conditions, difficult terrain, distance from food service facilities, and the constraints of outdoor locations — can make fully uninterrupted 30-minute meal breaks more difficult to administer. Field crews often eat on-site from catered meal service, and the distinction between "on duty" and "off duty" can be blurred by the demands of the production environment. (Arroyo Decl. ¶ 5.)
Live event show units. Live event productions — including concerts, award shows, and other time-critical broadcasts produced out of the Burbank Facility 4 — involve unique scheduling constraints dictated entirely by the timing of the live event. A live concert broadcast at 8:00 p.m. requires crew call times, rehearsal schedules, and production timelines that revolve around the event itself. Meal breaks are provided when feasible, but the inherent time pressures of live production — where delays are not an option — create a distinct operational context. (Arroyo Decl. ¶ 6.)
Post-production units. Post-production work at Facilities 1, 5, and 7 is office-based, with regular 8–10 hour schedules. Employees work in editing suites, sound mixing rooms, and digital asset management environments. Standard meal and rest breaks are the norm, with break rooms, kitchens, and nearby restaurants available. The post-production environment is the most predictable and regular of all AMA operational categories. (Arroyo Decl. ¶ 7.)
Digital content units. Digital content production at the Sherman Oaks Facility 3 involves a hybrid schedule combining both studio-based and remote production shoots. The nature of the work varies significantly by content type — some projects involve controlled studio environments analogous to traditional production, while others involve on-location shoots with schedules more closely resembling field production. (Arroyo Decl. ¶ 8.)
Critically, each show unit is managed by its own Unit Production Manager ("UPM") or Line Producer, who bears day-to-day responsibility for scheduling all aspects of the production, including meal and rest break scheduling. AMA's corporate headquarters provides UPMs with written guidelines and the company's Meal and Rest Break Policy, but specific implementation — including the timing of breaks, the method of notification, the coordination of breaks with production schedules, and the handling of individual employee requests — is at the discretion of the UPM based on the particular production's needs. (Arroyo Decl. ¶¶ 3–7.) The record demonstrates that different UPMs adopted materially different approaches: some scheduled strict, mandatory break times; others allowed flexible, self-directed breaks; and still others supervised breaks only to the extent feasible given the constraints of the particular production. (Declaration of Dr. Rajesh Makhija ("Makhija Decl.") ¶¶ 12–14.)
C. AMA's Meal and Rest Break Policies
AMA maintains a comprehensive written Meal and Rest Break Policy applicable to all non-exempt employees, which was most recently revised in January 2019. The policy is distributed to all non-exempt employees at the time of hire as part of AMA's New Employee Orientation materials and is available at all times on AMA's internal employee portal ("AureliusConnect"). The policy provides, in relevant part:
•  Employees who work more than five (5) hours in a workday are entitled to a 30-minute, uninterrupted, duty-free meal period, which must commence no later than the end of the fifth hour of work.
•  Employees who work more than ten (10) hours in a workday are entitled to a second 30-minute, uninterrupted, duty-free meal period, which must commence no later than the end of the tenth hour of work.
•  Employees are entitled to a 10-minute paid rest period for every four (4) hours worked, or major fraction thereof. Rest periods should be taken as close to the middle of each four-hour work period as practicable.
•  Employees should notify their immediate supervisor immediately if they are unable to take a meal or rest break for any reason. Supervisors who become aware that an employee has missed or been unable to take a compliant meal or rest period are directed to report the missed break to Payroll so that the appropriate premium payment may be made.
(Okafor Decl. ¶ 3, Exh. A [AMA Meal and Rest Break Policy, rev. Jan. 2019].)
This policy facially complies with California Labor Code sections 226.7 and 512 and IWC Wage Order 12. AMA does not dispute — and the record does not suggest — that the written policy was deficient. Plaintiffs' challenge is not to the policy itself, but to the operation of the TimeTrack Pro timekeeping system and the practices of individual supervisors in implementing the policy on the ground. As set forth below, these practical questions are inherently individualized and cannot be resolved on a class-wide basis. (Okafor Decl. ¶ 4.)
D. The TimeTrack Pro Timekeeping System
On January 1, 2019, AMA transitioned from a manual, paper-based timesheet system to NovaPay Solutions Inc.'s "TimeTrack Pro" electronic timekeeping system. TimeTrack Pro is a cloud-based workforce management platform used by thousands of employers across the United States. AMA implemented TimeTrack Pro to improve the accuracy and efficiency of its timekeeping and payroll processes. (Okafor Decl. ¶ 4; Declaration of Karen Fong ("Fong Decl.") ¶ 2.)
As configured for AMA, TimeTrack Pro includes an automatic deduction feature: for any shift of six hours or more, the system automatically deducts 30 minutes from the employee's recorded time, reflecting the presumption that the employee took a compliant 30-minute meal period during that shift. AMA acknowledges that the six-hour threshold was inconsistent with IWC Wage Order 12's five-hour requirement. This discrepancy — which meant that employees working shifts between five and six hours would not have a meal period auto-deduction applied, potentially resulting in an overpayment rather than an underpayment for those employees — was identified in the course of this litigation and corrected to five hours in December 2022. (Okafor Decl. ¶ 4; Fong Decl. ¶ 3.)
In addition to the auto-deduction feature, TimeTrack Pro includes a "Missed Meal Attestation" feature. When activated, this feature displays a prompt on the time clock terminal at the end of each qualifying shift, asking the employee to confirm whether they received a compliant 30-minute meal period. If the employee selects the option indicating that they missed their meal period or that their meal period was interrupted or shortened, the system overrides the auto-deduction for that shift, adds the 30 minutes back to the employee's recorded work time, and automatically triggers a one-hour meal period premium payment on the employee's next paycheck. The feature is designed to provide a simple, accessible mechanism for employees to report missed meals without needing to contact HR or Payroll directly. (Fong Decl. ¶ 4; Deposition of Marcus Yee ("Yee Dep.") at 42:3–44:18.)
The activation of the Missed Meal Attestation feature, however, was inconsistent across AMA's facilities. This inconsistency is central to the certification dispute and warrants careful attention:
Facilities where the Attestation feature was activated (First-Wave Rollout — January 2019): The Attestation feature was activated at Facilities 1 (West Hollywood), 3 (Sherman Oaks), 5 (Hollywood), and 6 (Santa Monica) as part of the initial, first-wave rollout of TimeTrack Pro on January 1, 2019. These four facilities were the first to transition from the manual timesheet system to TimeTrack Pro, and the Attestation feature was included in the standard configuration deployed at these sites. (Fong Decl. ¶ 4.)
Facilities where the Attestation feature was NOT activated (Second-Wave Rollout — March 2019): The Attestation feature was not activated at Facilities 2 (Studio City), 4 (Burbank), and 7 (El Segundo). These three facilities transitioned to TimeTrack Pro in a second wave, approximately two months after the initial rollout, in March 2019. The failure to activate the Attestation feature at these facilities was the result of an administrative oversight during the second-wave configuration process — specifically, the NovaPay configuration team inadvertently omitted the Attestation module from the deployment package for the three second-wave sites, and the omission was not caught during AMA's internal quality assurance review of the rollout. The discrepancy was not identified until November 2022, when AMA's litigation counsel, in connection with the document review for this case, first examined the system configuration records. The Attestation feature was activated at all three second-wave facilities in December 2022. (Okafor Decl. ¶ 5; Fong Decl. ¶¶ 4–5; Yee Dep. at 56:12–58:20.)
The significance of this distinction cannot be overstated. At the four first-wave facilities, employees had a readily accessible electronic mechanism to report missed meal periods. The usage rates at these facilities during the class period were as follows:
(Fong Decl. ¶ 6.)
These low utilization rates — ranging from 1.8% to 4.1% of eligible shifts — are far more naturally explained by the inference that the overwhelming majority of employees at these four facilities actually took compliant meal breaks than by Plaintiffs' alternative hypothesis that employees were systematically denied breaks but were somehow also systematically deterred from using the readily available attestation feature. AMA addresses this point in detail in Part IV.A.1, infra.
At the three second-wave facilities (Facilities 2, 4, and 7), where the Attestation feature was not activated, employees who missed a meal period were left to rely on the alternative reporting mechanism set forth in AMA's written policy — direct notification of their supervisor. Whether this alternative mechanism was adequate for each individual employee at each of these three facilities, and whether each employee actually missed a compliant meal period, are questions that depend on individualized facts. But at minimum, the absence of the Attestation feature at these three facilities distinguishes them categorically from the four facilities where the feature was active — a distinction that Plaintiffs' proposed class definition ignores entirely.
E. Discovery Conducted
The parties have engaged in extensive discovery over the course of this litigation. AMA produced 147,832 documents comprising approximately 1.2 million pages, including personnel files, payroll records, timekeeping data, system configuration records, internal communications, production schedules, call sheets, and corporate policy documents. Plaintiffs produced 3,412 documents. (Declaration of Devon Archer ("Archer Decl.") ¶ 2.)
The parties have taken 18 depositions: 11 by Plaintiffs and 7 by AMA. These include depositions of all three named Plaintiffs (Fuentes, Halloran, and Padilla); AMA's persons most knowledgeable witnesses (Lorraine Okafor, Celine Arroyo, and Karen Fong); Marcus Yee, Director of Client Data Services at NovaPay Solutions Inc.; three AMA Unit Production Managers (Jason Okuda, Facility 2; Rhonda Billings, Facility 4; and Petra Hernandez, Facility 5); and four former AMA employees noticed by Plaintiffs. (Archer Decl. ¶ 3.)
The parties exchanged expert reports in accordance with the Court's case management order. Plaintiffs retained Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC, who submitted an expert report dated April 28, 2023. AMA retained Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC (industrial/organizational expert), who submitted a report dated May 19, 2023, and Dr. Catherine Lindstrom of Hargrove Analytics Inc. (economics/damages expert), who submitted a report dated June 9, 2023. (Archer Decl. ¶ 4.)
Electronic discovery was managed by Marlowe Asset Management Litigation Technology Inc. pursuant to the parties' ESI Protocol Stipulation, which was entered by the Court on January 13, 2023. AMA also issued a third-party subpoena to NovaPay Solutions Inc. for timekeeping data, system configuration records, and audit logs (issued February 8, 2023). Marcus Yee, NovaPay's Director of Client Data Services, was deposed on May 5, 2023. (Archer Decl. ¶¶ 5–6.)
F. Named Plaintiffs' Individual Experiences — Deposition Testimony
The deposition testimony of the three named Plaintiffs reveals fundamentally different workplace experiences, reflecting the diverse operational environments across AMA's facilities and show units. This testimony underscores why the putative class cannot be treated as a single, cohesive group.
Marisol Fuentes was deposed on May 2, 2023. Fuentes worked as a Production Coordinator in AMA's Unscripted Programming Division at the Studio City facility (Facility 2). She testified that she "rarely" received a full 30-minute meal period on shooting days, estimating that she received a compliant break on approximately one out of every three or four shoot days. (Fuentes Dep. at 78:14–79:8.) She testified that she was unaware of the Missed Meal Attestation feature on the TimeTrack Pro time clock terminal — which is unsurprising, given that the feature was never activated at Facility 2. (Fuentes Dep. at 84:3–85:2.) Fuentes also testified that pre-shift setup for unscripted shoots typically began 30–45 minutes before her official clock-in time and that she was expected to have production materials organized and the set "prepped and ready" before the Unit Production Manager arrived. (Fuentes Dep. at 92:6–94:18.)
On cross-examination, however, Fuentes acknowledged several significant facts. She admitted that during her more than three years of employment at AMA, she never filed a formal complaint with Human Resources about missed meal periods. (Fuentes Dep. at 112:4–113:2.) She also acknowledged that on non-shooting days — office days and prep days when no active filming was taking place — she "typically" received full meal and rest breaks. (Fuentes Dep. at 115:8–116:10.) When asked what percentage of her workdays during her tenure were shooting days versus office/prep days, she estimated "about half and half, maybe a little more office days." (Fuentes Dep. at 117:3–118:1.) This concession is important: even by Fuentes's own account, her meal period concerns were confined to shooting days, which constituted roughly half of her workdays.
Derek Halloran was deposed on May 9, 2023. Halloran worked as a Post-Production Assistant at the Hollywood facility (Facility 5) in AMA's Digital Content Division. His work was entirely office-based, performed in editing suites. He testified that he was "usually" able to take a meal break during his shifts, but that during "crunch periods" — which he defined as the two-to-three-week periods immediately preceding content delivery deadlines — he worked through his meal breaks to meet production timelines. (Halloran Dep. at 64:8–66:14.) Halloran testified that he was aware of the Missed Meal Attestation feature on the TimeTrack Pro terminal at Facility 5 — the feature was active at that facility — but that he "never used it because nobody else did and I didn't want to cause problems." (Halloran Dep. at 72:11–73:18.) He also testified that he typically spent 15–30 minutes before his scheduled clock-in time logging into editing systems, setting up his workstation, and organizing the day's media files. (Halloran Dep. at 88:2–90:6.)
Halloran's testimony is particularly notable because it demonstrates the individualized nature of the claims even within a single facility. His decision not to use the Attestation feature — a feature that was available to him and that he knew about — was driven by his own subjective perception of workplace culture, not by any AMA policy or directive. Whether that subjective perception constitutes a waiver, an excuse, or evidence of a broader coercive culture is a question that can only be answered with reference to Halloran's individual circumstances.
Yesenia Padilla was deposed on May 16, 2023. Padilla worked as a Segment Coordinator in AMA's Live Events Division at the Burbank facility (Facility 4). Her testimony painted a picture dramatically different from both Fuentes and Halloran. Padilla testified that live event productions — concerts, award shows, and similar time-critical broadcasts — required production crews to be "on their feet and ready the entire show" and that meal breaks during live productions were "practically impossible." (Padilla Dep. at 54:8–56:2.) She testified that the Missed Meal Attestation feature was not available at the Burbank facility, confirming the second-wave rollout gap. (Padilla Dep. at 62:14–63:8.) Padilla described a workplace culture specific to live events in which "everyone knew you didn't get breaks during a show, and nobody complained because that's just how it worked." (Padilla Dep. at 68:4–69:12.)
Padilla also testified, however, that live event productions did not occur every day. When no live event was in production, the Live Events Division operated on a more regular office schedule involving planning, logistics, and coordination. (Padilla Dep. at 71:2–72:18.) On those days, she testified, she generally received her meal and rest breaks. (Padilla Dep. at 73:6–74:1.) Padilla separated from AMA on May 17, 2022, more than six months before the initial complaint in this action was filed on November 1, 2022.
The deposition testimony of the three named Plaintiffs thus reveals three distinct workplace experiences: a production coordinator on an unscripted show set who missed meals on shooting days but not office days; a post-production assistant in an editing suite who "usually" received breaks but worked through them during deadline crunches and chose not to use the available attestation feature; and a live events coordinator who experienced break deprivations during live productions but received breaks on planning and prep days. These three experiences are not variations on a common theme — they are fundamentally different narratives arising from fundamentally different work environments, under different supervisors, in different divisions, at different facilities.
III. LEGAL STANDARD
A. Class Certification Requirements Under California Law
Class certification in California is governed by Code of Civil Procedure section 382 and California Rules of Court, Rule 3.764. The party seeking certification bears the burden of establishing each prerequisite for class treatment. (Sav-On Drug Stores, Inc. v. Superior Court (2004) 34 Cal.4th 319, 326.) "The certification question is 'essentially a procedural one that does not ask whether an action is legally or factually meritorious.'" (Id. at 326, quoting Linder v. Thrifty Oil Co. (2000) 23 Cal.4th 429, 439–440.) However, to resolve the procedural question, the court must examine the legal and factual issues underlying the claims to determine whether common or individual issues predominate. (Id. at 327; Washington Mut. Bank v. Superior Court (2001) 24 Cal.4th 906, 913.)
To obtain class certification, a plaintiff must establish:
1.  Ascertainability. The proposed class must be defined with sufficient precision that it is possible to identify class members and determine who is and who is not included in the class. (Hicks v. Kaufman & Broad Home Corp. (2001) 89 Cal.App.4th 908, 914.)
2.  Community of Interest. The community of interest requirement encompasses three distinct factors:
a. Predominance of Common Questions. Common questions of law or fact must predominate over questions affecting individual class members. This is the most important factor and is often dispositive. (Sav-On, 34 Cal.4th at 326.) The predominance requirement is not satisfied merely by showing that some common questions exist — the plaintiff must demonstrate that common questions predominate over individual ones, such that resolution of the common questions will materially advance the litigation. (Id.)
b. Typicality. The claims of the named plaintiffs must be typical of the claims of the class. Typicality is established where the named plaintiffs' claims arise from "the same event or course of conduct" and are "based on the same legal theory" as the claims of the absent class members. (Id. at 326.)
c. Adequacy. The named plaintiffs must be able to fairly and adequately protect the interests of the class as a whole. This requires both that the named plaintiffs have no disqualifying conflicts with other class members and that they will prosecute the action vigorously. (Cal. Rules of Court, Rule 3.764(a)(3).)
3.  Superiority. A class action must be superior to other available methods for the fair and efficient adjudication of the controversy. The court must consider whether class treatment will yield economies of time, effort, and expense and whether alternative mechanisms — such as individual actions, PAGA representative actions, or administrative remedies — would be more appropriate. (Sav-On, 34 Cal.4th at 332.)
The trial court has broad discretion in ruling on motions for class certification, but that discretion must be exercised within the framework of these established requirements.
B. The Predominance Requirement in Wage-and-Hour Cases
The predominance requirement takes on particular significance in California wage-and-hour cases, where the California Supreme Court has provided detailed guidance on the relationship between employer policies, individual employee experiences, and class-wide adjudication.
In Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004, the Supreme Court clarified that an employer's obligation with respect to meal periods is to provide meal periods — not to ensure that employees take them. (53 Cal.4th at 1040.) The employer "satisfies its obligation . . . if it relieves its employees of all duty, relinquishes control over their activities and permits them a reasonable opportunity to take an uninterrupted 30-minute break, and does not impede or discourage them from doing so." (Id.) If an employee is provided a compliant opportunity and voluntarily chooses to forego the break, the employer is not liable. (Id.)
Brinker also addressed the certification question directly. The court held that class certification may be appropriate where the employer maintained a "uniform policy" that can be evaluated on a class-wide basis — for example, a written policy that on its face fails to comply with meal period requirements, or a systemic practice of scheduling shifts in a manner that precludes breaks. (53 Cal.4th at 1033.) But where the central factual question is whether each individual employee actually received a compliant break — and where the answer to that question depends on the employee's particular show unit, production schedule, supervisor, and individual actions — common questions do not predominate. (Id.)
The Supreme Court further elaborated on the limits of class treatment in Duran v. U.S. Bank Nat'l Ass'n (2014) 59 Cal.4th 1. In Duran, the court reversed a class-wide judgment for misclassified employees, holding that the trial court's methodology — which relied on a small, non-representative sample of class members to extrapolate conclusions about the entire class — violated the employer's due process rights. The court emphasized that class certification is inappropriate where trial would "inevitably degenerate into a series of individual mini-trials" regarding each class member's particular circumstances. (59 Cal.4th at 28–29.)
Similarly, in Dailey v. Sears, Roebuck & Co. (2013) 214 Cal.App.4th 974, the Court of Appeal affirmed the denial of class certification in a meal and rest break case, concluding that individualized issues regarding whether specific employees were actually denied breaks — including the employee's particular work location, supervisor, job duties, and personal choices — defeated the predominance requirement. (214 Cal.App.4th at 990–991.)
Finally, the United States Supreme Court's decision in Granite Harbor Partners LLC v. Behrend (2013) 569 U.S. 27, while arising in the antitrust context, provides an important principle applicable here: a damages model must match the plaintiff's theory of liability. A model that is "not susceptible to class-wide proof" cannot support certification, because it would require individualized inquiry into each class member's damages. (569 U.S. at 35.) Where, as here, the plaintiff's damages expert assumes that every auto-deduction constitutes a violation — an assumption untethered to the plaintiff's Brinker-based theory that AMA denied meal periods — the model cannot provide the common proof necessary for class-wide adjudication.
IV. ARGUMENT
A. Common Questions Do Not Predominate Over Individual Questions
Plaintiffs bear the burden of demonstrating that common questions of law or fact predominate over individual questions. They have not carried that burden. On the contrary, the record demonstrates that the resolution of Plaintiffs' claims — whether analyzed under the meal period, rest period, off-the-clock, or derivative theories — requires the kind of individualized, employee-by-employee inquiry that makes class treatment not only inappropriate but unmanageable.
1. Meal Period Claims — The Auto-Deduction Does Not Establish Class-Wide Liability
Plaintiffs' meal period claims rest on a fundamental conceptual error: the conflation of a timekeeping method with a substantive policy of denying breaks. The TimeTrack Pro auto-deduction feature is a recording mechanism. It records the time assumed to be taken for a compliant meal period. It does not deny anyone a meal period. It does not prevent anyone from eating. It does not require anyone to work through lunch. It is a system configuration choice — a default assumption that, for qualifying shifts, the employee took a 30-minute break.
To illustrate: An employee who clocks in at 8:00 a.m., takes a compliant 30-minute meal period beginning at noon, and clocks out at 5:00 p.m. will have 9.0 hours of clock time. The auto-deduction subtracts 0.5 hours, yielding 8.5 hours of recorded work time. But the employee actually worked only 8.5 hours (9.0 hours minus the 0.5-hour meal period), so the auto-deduction produces an accurate result. For this employee — and for every employee who actually took a compliant break — the auto-deduction is a neutral, accurate timekeeping feature, not a wage violation.
The auto-deduction creates a problem only when an employee does not take a compliant meal period — in which case the 30-minute deduction reduces the employee's compensable hours by 30 minutes that should have been paid, and the employee is also owed a one-hour meal period premium under Labor Code section 226.7. But whether any particular employee on any particular shift actually missed a compliant meal period is a question that can only be answered with reference to that employee's individual circumstances. The auto-deduction does not answer it. The auto-deduction tells us nothing about what actually happened during the employee's shift.
Under Brinker, the substantive question in a meal period case is whether the employer provided a compliant meal period opportunity — whether each employee was relieved of all duty, given an opportunity for an uninterrupted 30-minute break, and not impeded or discouraged from taking it. (53 Cal.4th at 1040.) Answering this question for each of the approximately 1,850 putative class members across AMA's 14 show units requires consideration of the following individualized factors:
•  Which show unit was the employee assigned to? As detailed in Part II.B, supra, AMA's show units operate in fundamentally different environments. A post-production assistant in an editing suite at the Hollywood facility has a categorically different work experience than a segment coordinator at a live concert venue or a production coordinator on an outdoor field shoot. The nature and intensity of the production, the available facilities, and the practical constraints on scheduling all differ by show unit.
•  What was the production schedule on each particular shift? Even within a single show unit, production schedules vary from day to day. A shoot day on "Kitchen Clash" may run 10 hours; a non-shoot prep day may run 8 hours. A live concert broadcast may require 14 hours of crew availability; a planning session for the next event may require only 8. Whether a compliant meal period was provided on any given day depends on the specific schedule for that day.
•  What were the supervisor's (UPM's/Line Producer's) specific practices regarding break scheduling? As documented in Dr. Makhija's analysis, supervisory practices varied materially across all 14 show units. Some UPMs scheduled strict, mandatory break times and enforced compliance through production schedule notations. Others allowed flexible, self-directed breaks, trusting employees to take breaks at appropriate times. Still others supervised breaks only when feasible given the constraints of the particular production. (Makhija Decl. ¶¶ 12–14.)
•  Was the employee on a shooting day or an office/prep day? Even Plaintiff Fuentes acknowledged that her meal period concerns were confined to shooting days and that she "typically" received breaks on office and prep days. (Fuentes Dep. at 115:8–116:10.) The percentage of shooting versus office days varied by show unit, by season, and by the employee's particular role within the show unit.
•  Did the employee choose to forego a break for personal reasons? Under Brinker, an employee who is provided a compliant meal period opportunity and voluntarily chooses not to take it — whether out of personal preference, a desire to leave early, or a reluctance to interrupt workflow — does not have a valid meal period claim. This is an inherently individualized inquiry.
These are not marginal variations around a common core. They are fundamental differences that go to the heart of liability. A class trial on the meal period claim would require the fact-finder to assess, for each class member, whether that particular employee, in that particular show unit, under that particular supervisor, on each particular shift during the class period, was or was not provided a compliant meal period opportunity. This is precisely the type of inquiry that the California Supreme Court in Duran held cannot be resolved through class treatment.
The Attestation Feature Distinction Undermines Plaintiffs' "Uniform Policy" Theory. Perhaps the most devastating blow to Plaintiffs' certification theory is the attestation data from the four facilities where the Missed Meal Attestation feature was activated. At Facilities 1, 3, 5, and 6, employees had a simple, readily accessible electronic mechanism to report missed or shortened meal periods. All they had to do was select a single option on the time clock terminal at the end of their shift. The system would then automatically override the auto-deduction and trigger a one-hour meal period premium payment on their next paycheck. No paperwork. No HR complaint. No confrontation with a supervisor. One selection on a screen.
The utilization rates were remarkably low: 2.3% at West Hollywood, 4.1% at Sherman Oaks, 1.8% at Hollywood, and 3.7% at Santa Monica. (Fong Decl. ¶ 6.) These figures tell a compelling story. At these four facilities, which together account for a substantial majority of the putative class, 96–98% of employees on 96–98% of eligible shifts did not report a missed meal period. The most natural and parsimonious explanation for this data is that 96–98% of employees at these facilities actually took their meal breaks. The auto-deduction accurately reflected reality for the overwhelming majority of shifts.
Plaintiffs may attempt to argue that the low utilization rates reflect not actual compliance but rather a pervasive culture of suppression — that employees were afraid to use the attestation feature or were unaware of its existence. But this argument faces severe evidentiary obstacles. The only named Plaintiff who worked at a facility where the feature was active — Halloran at Facility 5 — testified that he knew about the feature but chose not to use it "because nobody else did and I didn't want to cause problems." (Halloran Dep. at 72:11–73:18.) Halloran's subjective reluctance is anecdotal evidence of one employee's personal decision. It cannot, without individualized inquiry into each class member's knowledge, motivations, and circumstances, be extrapolated to the entire class at all four attestation-active facilities. Indeed, Halloran's own testimony suggests that the reason "nobody else" used it may have been that nobody else needed to — because they were taking their breaks.
Plaintiffs cannot prove a class-wide meal period violation at these four facilities. The attestation data affirmatively indicates that the vast majority of employees at Facilities 1, 3, 5, and 6 took compliant meal breaks. Including these employees in a certified class — and subjecting AMA to class-wide liability for shifts where no violation occurred — would be the antithesis of the efficiency and fairness that class certification is intended to promote.
At the three facilities where the Attestation feature was not activated (Facilities 2, 4, and 7), the question is closer, because employees at those facilities lacked the electronic mechanism to report missed breaks. But even there, AMA's written policy directed employees to "notify their supervisor immediately" if they were unable to take a meal or rest break. Whether each employee at those facilities actually missed a break, and whether the alternative reporting mechanism (supervisor notification) was adequate for that employee, are questions that depend on individualized testimony. The absence of the attestation feature is a systemic fact that can be evaluated on a common basis, but the downstream question — did this particular employee actually miss a break on this particular shift? — remains individualized.
Plaintiffs' Expert Model (Dr. Howard Rennick) Does Not Provide Viable Common Proof. Plaintiffs' damages expert, Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC, submitted a report dated April 28, 2023, offering a class-wide damages model that purports to calculate total meal period premium liability. Dr. Rennick's model assumes that every auto-deducted meal period constitutes a "missed" meal period for which a one-hour premium is owed, unless a Missed Meal Attestation record indicates that the employee already received a premium. Based on this assumption, Dr. Rennick calculates aggregate class-wide damages of $38.6 million.
This model is fundamentally flawed and cannot support class certification under Granite Harbor Partners LLC v. Behrend.
First, the auto-deduction is designed to record compliant meal periods, not violations. As explained above, the auto-deduction produces an accurate result for any employee who actually took a 30-minute meal break. Treating every auto-deduction as a "missed" meal inverts the purpose of the timekeeping system and assumes the conclusion rather than proving it.
Second, the model does not account for employees who actually took compliant breaks — which, based on the attestation data at the four active facilities, is the vast majority. At those facilities, 96–98% of eligible shifts produced no attestation, strongly suggesting that 96–98% of employees took compliant breaks. Rennick's model treats all of these shifts as violations, inflating the damages figure by orders of magnitude.
Third, the model treats all facilities, all 14 show units, and all shifts identically, as if every employee had the same work experience. It ignores the statistically significant variation across show units documented by Dr. Makhija — including the vast disparity between the 2.1% self-reported missed-meal rate for the studio-based "Kitchen Clash" show and the 18.7% rate for the field-based "Summit Challenge" show. (Makhija Decl. ¶¶ 8–22.) A model that ignores these differences does not measure reality.
Fourth, and most fundamentally, the model does not match Plaintiffs' theory of liability. Under Brinker, a meal period violation occurs when the employer fails to provide a compliant meal period — not when a timekeeping system records an auto-deduction. Rennick's model measures the number of auto-deductions, not the number of actual violations. It answers the wrong question. Under Northgate Enterprises, a damages model that does not correspond to the theory of liability "cannot possibly establish that damages are susceptible of measurement across the entire class" and therefore cannot support certification. (569 U.S. at 35.)
(Declaration of Dr. Catherine Lindstrom ("Lindstrom Decl.") ¶¶ 5–14; see also AMA's Evidentiary Objections to Declaration of Dr. Howard Rennick, filed concurrently herewith.)
AMA's damages expert, Dr. Catherine Lindstrom of Hargrove Analytics Inc., provides a methodologically sound alternative analysis in her report dated June 9, 2023. Dr. Lindstrom uses the actual Missed Meal Attestation data from the four facilities where the feature was active to estimate the actual rate of missed meal periods at those facilities. She then applies a conservative extrapolation methodology to estimate the rate of missed meals at the three facilities where the feature was not active, using facility-specific adjustments based on show unit type, shift length distributions, and production intensity metrics derived from Dr. Makhija's analysis. Her resulting estimate of aggregate damages is $5.8 million — compared to Rennick's $38.6 million. (Lindstrom Decl. ¶¶ 15–22.)
The disparity between these two figures — a difference of nearly $33 million, or approximately 565% — is itself powerful evidence that Rennick's methodology is unreliable and that actual damages depend on individualized determination. If damages could truly be measured on a class-wide basis using common proof, one would expect the competing experts' estimates to be in the same general range. The $33 million gulf between them demonstrates that the choice of methodology — and, more fundamentally, the assumption about how many employees actually missed breaks — drives the result. That assumption can only be tested through individualized evidence.
2. Rest Period Claims — No Common Proof Whatsoever
Plaintiffs' rest period claims fail the predominance requirement even more decisively than their meal period claims. Rest periods, unlike meal periods, are not recorded in the TimeTrack Pro system. This is standard industry practice, because rest periods under California law are paid time during which employees remain on the clock. There is no auto-deduction for rest periods, no attestation feature, and no systemic data from which to determine whether any particular employee was or was not provided a compliant rest period on any particular day.
Plaintiffs' evidence on rest periods consists solely of anecdotal declarations from the three named Plaintiffs. But each named Plaintiff worked in a different division, at a different facility, under a different supervisor, with fundamentally different operational conditions:
•  Fuentes worked in Unscripted Programming at Studio City (Facility 2). Her testimony regarding rest periods relates to the operational demands of unscripted television shoots at Stages A and B, under the supervision of UPM Jason Okuda.
•  Halloran worked in Post-Production at Hollywood (Facility 5). His testimony regarding rest periods relates to the demands of editing suite work during deadline crunches, under the supervision of a post-production department head.
•  Padilla worked in Live Events at Burbank (Facility 4). Her testimony regarding rest periods relates to the unique time pressures of live event productions, under the supervision of UPM Rhonda Billings.
These three individuals' experiences do not provide a basis for inferring a class-wide rest period violation across all 14 show units at all seven facilities. The question of whether any particular employee received compliant rest periods depends entirely on individualized facts: the employee's specific show unit, the production schedule on that particular day, the supervisor's practices for scheduling rest periods, the physical layout and facilities available at the production location, and the employee's own choices. There is no common question of law or fact that can be resolved on a class-wide basis.
The Court of Appeal's decision in Dailey v. Sears, Roebuck & Co. (2013) 214 Cal.App.4th 974, is directly on point. In Dailey, the court affirmed denial of class certification for rest break claims where the evidence demonstrated that individual employees had materially different experiences regarding whether they were provided rest periods, depending on their particular work location, job duties, and supervisor. (214 Cal.App.4th at 990–991.) The same individualized inquiry is required here — and the lack of any systemic rest period data makes the case for certification even weaker than in Dailey.
3. Off-the-Clock/Overtime Claims — Inherently Individualized
Plaintiffs' off-the-clock claims allege that class members performed uncompensated pre-shift setup (30–45 minutes) and post-shift wrap (15–30 minutes) on a regular basis. By definition, this alleged work was not recorded in any timekeeping system — the whole premise of the claim is that the work occurred outside of recorded clock time. There is therefore no systemic data from which to determine whether any particular employee performed off-the-clock work, how much such work was performed, or whether the work was compensable.
Critically, Plaintiffs have presented no evidence that AMA maintained a policy requiring off-the-clock work. AMA's written policy expressly requires non-exempt employees to record all time worked and prohibits off-the-clock work. (Okafor Decl. ¶ 6, Exh. B [AMA Timekeeping Policy].) The allegation is not that AMA told employees to work off the clock, but rather that individual supervisors in individual show units allegedly "expected" or "required" certain pre-shift and post-shift tasks without ensuring that employees clocked in for them. Whether this occurred in any particular case depends on the specific show unit, the call time, the employee's job duties, the supervisor's expectations, and the specific tasks performed.
Moreover, the distinction between compensable "suffered or permitted" work and non-compensable personal preparation is inherently individualized. An employee who arrives 30 minutes early to set up equipment, log footage, or prepare production materials is performing potentially compensable work. An employee who arrives 30 minutes early to get coffee, chat with colleagues, change into work attire, or review personal emails is not. Drawing this line for each of 1,850 putative class members on each of their shifts during a multi-year class period is precisely the type of individualized inquiry that Duran prohibits in class actions.
Plaintiffs have presented only anecdotal evidence from three declarants — each describing different pre-shift and post-shift activities in different show units at different facilities. This evidence cannot sustain class treatment. There is no common question of law or fact that can be resolved on a class-wide basis with respect to the off-the-clock claims.
4. Wage Statement (Cal. Lab. Code § 226) and UCL (Cal. Bus. & Prof. Code § 17200) Claims — Entirely Derivative
Plaintiffs' wage statement claim under Labor Code section 226 alleges that AMA's wage statements were inaccurate because they failed to reflect off-the-clock work time and unpaid meal period premiums. Plaintiffs' Unfair Competition Law claim under Business & Professions Code section 17200 incorporates the underlying Labor Code violations as predicate "unlawful" business practices.
Both claims are entirely derivative of the underlying meal period, rest period, and overtime claims. They have no independent factual basis. A wage statement is "inaccurate" under section 226 only if the underlying wages were actually owed — which, as demonstrated above, can only be determined through individualized inquiry. Similarly, the UCL claim rises or falls with the predicate Labor Code violations. If the underlying claims require individualized adjudication — and they do — then the derivative wage statement and UCL claims cannot be adjudicated on a class-wide basis either.
A class-wide determination of the derivative claims would require first resolving the underlying claims for each class member — which, as established above, cannot be done on a class-wide basis. Certifying the derivative claims would therefore add nothing to the efficiency of the litigation while importing all of the individualized inquiry problems that plague the underlying claims.
5. Waiting Time Penalties (Cal. Lab. Code §§ 201–203) — Individual Determination Required
Plaintiffs' claim for waiting time penalties under Labor Code sections 201 through 203 is premised on the allegation that AMA willfully failed to pay all wages owed to employees upon their separation from employment. Waiting time penalties are assessed at the employee's daily rate of pay for each day that wages remain unpaid, up to a maximum of 30 days.
The threshold question for any waiting time penalty claim is whether the employee was actually owed unpaid wages at the time of separation. This cannot be determined without first resolving, for each individual separated employee, whether that employee was owed meal period premiums, rest period premiums, or overtime wages — all of which, as demonstrated above, require individualized inquiry.
During the class period, AMA estimates that approximately 740 employees separated from employment. (Okafor Decl. ¶ 8.) Each of these 740 separations would require individual analysis to determine: (1) whether the employee was owed any unpaid wages at the time of separation; (2) the amount of any such unpaid wages; (3) whether AMA's failure to pay (if any) was "willful" within the meaning of section 203; and (4) the amount of any resulting penalties. This is not amenable to class-wide resolution.
6. Minimum Wage (Cal. Lab. Code §§ 1197, 1197.1) — Derivative of Overtime Claim
Plaintiffs' minimum wage claim alleges that when unrecorded off-the-clock work time is factored into the calculation of hours worked, the effective hourly rate for certain shifts fell below the applicable minimum wage. This claim is entirely derivative of the off-the-clock claim. It cannot be resolved without first determining, for each class member, whether and how much off-the-clock work was performed — a question that, as established in Part IV.A.3, supra, is inherently individualized.
If the off-the-clock claim cannot be certified for class treatment — and it cannot — then the derivative minimum wage claim fails as well. There is no independent basis for certifying the minimum wage claim, and Plaintiffs have not identified one.
B. The Named Plaintiffs Are Not Typical of the Putative Class
Typicality requires that the named plaintiffs' claims arise from "the same event or course of conduct" and be "based on the same legal theory" as the claims of the absent class members. (Sav-On Drug Stores, Inc. v. Superior Court (2004) 34 Cal.4th 319, 326.) The named plaintiffs' claims must be "reasonably co-extensive with those of absent class members" — they need not be identical, but they must share the same essential characteristics. (Id.)
Here, the three named Plaintiffs worked in three different AMA divisions, at three different facilities, under different supervisors, in fundamentally different work environments. Their individual experiences are not "reasonably co-extensive" with one another, let alone with the approximately 1,850 putative class members spread across 14 show units. Each named Plaintiff faces unique factual and legal issues that would not advance the interests of the broader class.
Marisol Fuentes worked in Unscripted Programming at the Studio City facility (Facility 2), one of the three facilities where the Missed Meal Attestation feature was not activated. Her claims arise from the particular circumstances of unscripted television production at Stages A and B, under the supervision of UPM Jason Okuda, and are informed by the fact that she lacked access to the electronic attestation mechanism. Her experience is categorically different from employees at Facilities 1, 3, 5, and 6, where the attestation feature was active and where employees had a functioning mechanism to report missed meals. Fuentes cannot represent employees who had a tool she never had — employees whose decision not to use the attestation feature (like Halloran's) raises individualized questions about waiver, knowledge, and voluntary choice that are simply not present in Fuentes's case.
Derek Halloran worked in Post-Production at the Hollywood facility (Facility 5), an entirely office-based work environment with regular hours and standard break access. Halloran's own testimony undercuts the class narrative of systematic meal period denial: he testified that he was "usually" able to take a meal break, with exceptions only during periodic "crunch" periods. (Halloran Dep. at 64:8–66:14.) His acknowledgment that he generally received compliant breaks makes him a poor

SUPERIOR COURT OF THE STATE OF CALIFORNIA

TABLE OF CONTENTS

TABLE OF AUTHORITIES

MEMORANDUM OF POINTS AND AUTHORITIES

I. INTRODUCTION

II. FACTUAL BACKGROUND

III. LEGAL STANDARD

IV. ARGUMENT

Record

Parties

Dates

Amounts