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

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CALDERWOOD & HARKNESS LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017

CONFIDENTIAL — ATTORNEY WORK PRODUCT

ORAL ARGUMENT OUTLINE — CLASS CERTIFICATION HEARING

This document constitutes attorney work product prepared in anticipation of litigation and is protected from disclosure under California Code of Civil Procedure section 2018.030. This document is strictly confidential and is intended solely for the use of attorneys and staff of Calderwood & Harkness LLP engaged in the representation of Aurelius Media Americas Inc. in the above-captioned matter. Do not distribute, copy, or file publicly.

I. OPENING STATEMENT

Target Time: 2 Minutes

"Good morning, Your Honor. Renata Vasquez for Defendant Aurelius Media Americas Inc."

Aurelius Media Americas — which I will refer to as "AMA" — respectfully opposes class certification as pled. However, AMA wishes to make clear at the outset that it approaches this hearing with a recognition that this case warrants nuanced analysis. We are not here to argue that the Court should reflexively deny certification and close the door. We are prepared to discuss appropriate subclassing if the Court is inclined to certify any claims, and we believe that a narrowly tailored approach — rather than the sprawling, seven-cause-of-action class Plaintiffs propose — is the only path consistent with the requirements of Code of Civil Procedure section 382 and the controlling authority of the California Supreme Court.

The central issue before the Court is straightforward but critically important: AMA uses a timekeeping system — the NovaPay Solutions "TimeTrack Pro" platform — that automatically deducts 30 minutes from shifts of six hours or more to reflect the meal period that AMA's written policy provides. Plaintiffs characterize the auto-deduction as a policy of denying meal periods. It is not. It is a timekeeping method — a recording mechanism. The real substantive question under Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004 is whether each individual employee was actually provided a compliant meal break. That question is inherently individualized across AMA's 14 show units and 7 California production facilities.

Plaintiffs' motion seeks certification of all seven causes of action — meal period violations, rest period violations, off-the-clock/overtime claims, minimum wage claims, wage statement violations, waiting time penalties, and a UCL claim — on behalf of approximately 1,850 putative class members spanning a class period from November 1, 2018 through the date of any preliminary settlement approval. That is an extraordinarily broad class definition for a company with the operational diversity and facility-level variation that AMA presents. We will walk through why predominance, typicality, and adequacy each independently defeats this motion, and why the Court should either deny certification outright or, at most, certify a narrow subclass limited to the first meal period claim at the three facilities where the electronic meal period attestation feature was not activated.

II. PREDOMINANCE — THE CORE ISSUE

Target Time: 8 Minutes

A. The Auto-Deduction Is a Recording Method, Not a Substantive Policy

Your Honor, the predominance analysis must begin with a clear understanding of what the auto-deduction actually is. AMA utilizes the NovaPay Solutions "TimeTrack Pro" timekeeping platform across all seven of its California production facilities. The TimeTrack Pro system includes an auto-deduction feature that automatically deducts 30 minutes from any recorded shift of six hours or more. This deduction is applied at the payroll processing stage and is designed to reflect the 30-minute meal period that AMA's written policy provides.

This is a timekeeping mechanism. It is a method of recording time. It is not a directive to deny meal periods. It is not a policy that instructs supervisors to keep employees working through their breaks. It is not a scheduling practice that eliminates meal periods from the work day. It is a payroll function that deducts the time that AMA's meal period policy allocates for an uninterrupted, duty-free break.

AMA maintains a written meal period policy that facially complies with California law. That policy provides for a 30-minute uninterrupted duty-free meal period for all shifts exceeding five hours, consistent with the requirements of Labor Code section 512 and IWC Wage Order 12, which governs the Motion Picture Industry. The policy further provides for a second meal period for shifts exceeding ten hours, subject to the employee's right to waive the second meal period in accordance with applicable law. The policy was adopted effective January 1, 2019, following a comprehensive review of AMA's wage and hour practices, and it was incorporated into the Employee Handbook revised in March 2021.

Under the California Supreme Court's controlling decision in Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004, 1040, the employer's obligation is to provide a meal period — that is, to make it available to the employee. The employer is not required to ensure that the employee takes the meal period. The employer is not required to police the employee's use of the break. The employer satisfies its obligation by relieving the employee of all duty and relinquishing control over the employee's activities for the required 30-minute period.

Whether each of the approximately 1,850 putative class members was actually provided a compliant meal period depends on a host of individualized circumstances that cannot be determined class-wide:

• The employee's show unit. AMA operates 14 distinct show units, each with its own production schedule, workflow, and operational demands. A production coordinator on a studio-based cooking competition show has a fundamentally different work day than a segment coordinator on a field-based adventure reality program filming on location in the Angeles National Forest.

• The employee's facility. AMA's seven California production facilities range from a dedicated studio complex in West Hollywood to a post-production suite in Hollywood to a live events coordination center in Burbank. Each facility has its own operational cadence, staffing structure, and supervisory personnel.

• The employee's supervisor. Each show unit is headed by a Unit Production Manager or Line Producer who exercises individual discretion over break scheduling. There is no central directive from AMA's corporate office dictating when, where, or how meal breaks are scheduled on a show-by-show basis. Break timing is necessarily determined at the show-unit level based on production needs, talent availability, location access, and a host of other variables.

• The type of work day. AMA employees experience markedly different work days depending on whether they are on a "shooting day" (when cameras are rolling), a "prep day" (advance preparation for an upcoming shoot), or an "office day" (administrative tasks at the facility). The demands on an employee's time — and the opportunity to take an uninterrupted 30-minute break — vary dramatically across these different types of work days.

• The employee's own actions. Under Brinker, if the employer makes a compliant meal period available and the employee voluntarily chooses to work through it, the employer has not violated the law. Whether any given employee chose to work through an available break is an inherently individual question.

The auto-deduction, standing alone, tells us nothing about whether any particular employee was offered a compliant break. It tells us only how AMA's timekeeping system recorded the time. Conflating the recording method with a substantive denial of meal periods is the fundamental analytical error in Plaintiffs' motion, and it is an error that defeats predominance.

B. Dr. Makhija's Analysis Demonstrates Significant Variability

AMA retained Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC to analyze the working conditions and meal period practices across AMA's California operations. Dr. Makhija's expert report, dated May 19, 2023, was submitted in support of AMA's opposition, and his declaration was filed on June 14, 2023. Dr. Makhija holds a Ph.D. in Industrial-Organizational Psychology from the University of Michigan and has over 20 years of experience in workforce analytics, with particular expertise in the entertainment and media industries.

Dr. Makhija's analysis is based on a comprehensive review of AMA's TimeTrack Pro records covering over 612,000 individual shifts during the class period, supplemented by supervisory interviews and a review of production schedules across all 14 show units. His core finding is that AMA's operations are not monolithic — they are characterized by statistically significant variation across facilities and show units in virtually every metric relevant to the meal period inquiry.

I would ask the Court to turn to Exhibit Tab 4 in the Compendium of Exhibits to Opposition, which contains Dr. Makhija's data tables. The key findings are as follows:

Work schedules and shift lengths. Studio-based shows — such as "Kitchen Clash," which is produced at Facility 1 in West Hollywood — operate on consistent 8-to-10-hour days. The production environment is controlled, the schedule is predictable, and meal breaks are routinely built into the production timeline. By contrast, field-based shows — such as "Summit Challenge," which is coordinated from Facility 4 in Burbank but films on location — regularly involve 12-to-16-hour shoot days with irregular schedules dictated by weather, terrain, daylight, and the availability of on-location talent. The demands on employees' time, and the logistical challenges of providing compliant meal periods, are categorically different.

Overtime frequency. Overtime rates vary by a factor of nearly four across show units, ranging from approximately 8% of total shifts on studio-based programs to over 30% of total shifts on field-based programs. This variation further confirms that the work experience of a putative class member on one show unit is not representative of the work experience of a class member on another.

Meal period timing and practices. The timing of meal periods — and the mechanisms by which breaks are scheduled and communicated — differ across show units and facilities. Some show units use a formal "meal call" system in which the Unit Production Manager announces a 30-minute break on the production radio channel. Others rely on informal scheduling in which employees are expected to take breaks during natural pauses in production activity. The implications for whether a "compliant" meal period was "provided" are significant and depend on which system was in use for each employee on each shift.

Supervisory discretion. Each show unit's Unit Production Manager or Line Producer exercises individual discretion over break scheduling. There is no centralized, class-wide directive governing when or how breaks are offered. This means that the meal period experience of any given employee is a function of that employee's supervisor's practices — not a function of a uniform AMA policy.

The most telling data point in Dr. Makhija's analysis is the self-reported missed meal period rate, which varies dramatically across facilities and show units. Self-reported missed meal period rates ranged from a low of 2.1% of shifts on the studio-based "Kitchen Clash" program at Facility 1 in West Hollywood to a high of 18.7% of shifts on the field-based "Summit Challenge" program coordinated from Facility 4 in Burbank. This nearly ninefold variation demonstrates that the question of whether employees received compliant meal breaks cannot be answered with a single, class-wide determination. An employee on "Kitchen Clash" had a fundamentally different meal period experience than an employee on "Summit Challenge," and the reasons for that difference are rooted in the operational realities of each show unit — not in any uniform AMA policy.

Dr. Makhija's conclusion, stated to a reasonable degree of professional certainty, is that the experiences of AMA employees with meal and rest breaks are "predominantly individualized" and "cannot be reliably generalized across the putative class." That conclusion is supported by the objective data and it is fatal to predominance.

C. Dr. Rennick's Model Is Fundamentally Flawed

Plaintiffs rely on the expert report of Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC, dated April 28, 2023, to establish both a common methodology for determining liability and aggregate damages. Dr. Rennick calculates aggregate damages of $38.6 million, including $12.2 million in PAGA penalties. Those figures are based on a model that is fundamentally flawed.

The critical flaw in Dr. Rennick's model is his core assumption: he treats every auto-deducted meal period as a missed meal period. That is, he assumes that every time the TimeTrack Pro system deducted 30 minutes from an employee's shift, the employee did not actually receive a meal break — and therefore, AMA owes the employee one additional hour of pay as a meal period premium under Labor Code section 226.7. This assumption is facially implausible, and it renders the model incapable of serving as a "common methodology" under Granite Harbor Partners LLC v. Behrend (2013) 569 U.S. 27, 35.

Consider a straightforward example. An employee clocks in at 8:00 a.m. The employee takes a full, compliant 30-minute meal break at noon. The employee clocks out at 5:00 p.m. The TimeTrack Pro system records 9 hours of clock time and applies the 30-minute auto-deduction, resulting in 8.5 hours of paid time (8.0 hours of regular time plus 0.5 hours reflecting the 30-minute lunch break that was not worked). In this scenario, the auto-deduction accurately reflects the compliant break. The employee received a full 30-minute meal period. No premium is owed. But under Dr. Rennick's model, this shift is counted as a "missed" meal period, and AMA is assessed one hour of premium pay. That result is absurd.

The implausibility of Dr. Rennick's assumption is further demonstrated by the Missed Meal Attestation data. At the four facilities where the Missed Meal Attestation feature was active in the TimeTrack Pro system — Facilities 1, 3, 5, and 6 — employees had the ability to report a missed or shortened meal period at the time clock terminal at the end of their shift. The data from those facilities, which is summarized in the declaration of Karen Fong (AMA's Payroll Manager) and presented at Exhibit Tab 7, shows that only 2% to 4% of shifts generated a missed meal attestation. If 96% to 98% of employees on a given shift did not report a missed meal period — when they had an electronic mechanism readily available to do so — the most natural inference is that they took compliant breaks, not that the auto-deduction was systematically stealing their wages.

Our defense expert, Dr. Catherine Lindstrom of Hargrove Analytics Inc., prepared a report dated June 9, 2023, in which she calculated alternative aggregate damages using actual missed-meal attestation data from the four active-attestation facilities and a conservative extrapolation methodology for the three facilities without the feature. Dr. Lindstrom's calculation yields approximate aggregate damages of $5.8 million — less than one-sixth of Dr. Rennick's figure. The stark disparity between the two experts' calculations — $38.6 million versus $5.8 million — is itself a product of the flawed assumption underlying Dr. Rennick's model.

Under Granite Harbor Partners LLC v. Behrend (2013) 569 U.S. 27, a proposed damages methodology must be consistent with the substantive theory of liability. Plaintiffs' theory is that AMA failed to provide compliant meal breaks to individual employees. But Dr. Rennick's model does not measure whether individual employees were denied compliant breaks — it simply assumes that every auto-deduction equals a violation. The model does not match the theory. It is not a viable "common methodology," and it cannot carry Plaintiffs' burden of establishing predominance.

III. THE ATTESTATION FEATURE — THE FACILITY SPLIT

Target Time: 4 Minutes

A. Concession on the Three Facilities Without the Feature

Your Honor, AMA approaches this hearing with an obligation of candor, and there is a feature of this case that presents a closer question on commonality. We want to address it directly.

The Missed Meal Attestation feature was not activated at three of AMA's seven California production facilities during a significant portion of the class period:

At those three facilities, employees had no electronic mechanism through the TimeTrack Pro system to report missed or shortened meal periods at the time clock terminal. The auto-deduction was applied automatically, and there was no prompt at clock-out asking the employee whether they had actually received a compliant meal break. This combination — automatic deduction without a contemporaneous attestation mechanism — presents a closer question on whether common issues predominate over individual ones, and we concede that candidly.

B. Even at Those Facilities, Individualized Inquiry Is Required

However, even at Facilities 2, 4, and 7, class-wide adjudication of the meal period claim is not appropriate without significant caveats. AMA's written Meal and Rest Break Policy, effective January 1, 2019, and incorporated into the Employee Handbook revised in March 2021, provided an alternative reporting mechanism. The policy states, in relevant part, that employees who are "unable to take a meal period due to work demands" are to "notify their supervisor immediately so that corrective action can be taken and the employee can be properly compensated." This alternative mechanism — direct supervisor notification — was available to all employees at all facilities, including Facilities 2, 4, and 7.

The question of whether each individual employee at those three facilities actually missed a compliant meal break on any given shift still requires individualized testimony. Did the employee's supervisor offer a break? Did the employee attempt to take a break and was prevented from doing so? Did the employee voluntarily work through an available break? Did the employee notify a supervisor that a break was missed? These are individual questions that vary from employee to employee, shift to shift, and show unit to show unit. The absence of the electronic attestation feature makes the evidentiary record harder to compile — we acknowledge that — but it does not transform 700-plus individual experiences into a single common question of liability.

The Court should also note the testimony of Lorraine Okafor, AMA's Senior Vice President of Human Resources, who was deposed on March 8, 2023. Ms. Okafor testified that the failure to activate the Missed Meal Attestation feature at Facilities 2, 4, and 7 was an "oversight during the second wave of system rollout in March 2019." The first wave of the NovaPay TimeTrack Pro implementation occurred in January 2019 at Facilities 1, 3, 5, and 6, and the attestation feature was activated at those facilities as part of the initial rollout. When the system was extended to Facilities 2, 4, and 7 in March 2019, the attestation module was not included in the configuration — not as a deliberate policy choice, but as an administrative oversight. Ms. Okafor testified that she became aware of the omission in November 2022, following the filing of the initial complaint in this action, and she directed immediate activation of the attestation feature at all three facilities. That activation was completed in December 2022.

This testimony is significant because it demonstrates that the absence of the attestation feature was not a policy — it was an error. It was not a deliberate decision by AMA to deny employees a reporting mechanism; it was an implementation failure that was corrected promptly once discovered. This distinction matters for the predominance analysis because it means that the "common question" at Facilities 2, 4, and 7 is not "Did AMA have a policy of suppressing meal period complaints?" but rather "Did individual employees at those facilities actually miss compliant meal breaks?" — which is an individualized question.

C. Proposed Subclass If Court Is Inclined to Certify

If the Court is inclined to certify any claim, AMA urges the Court to limit certification to the narrowest defensible class definition that addresses the strongest common question. Specifically, AMA proposes that any certified class be defined as:

All non-exempt employees of Aurelius Media Americas Inc. who worked at Facility 2 (4024 Penmark Strategy Partners Avenue, Studio City, CA 91604), Facility 4 (3800 W. Alameda Avenue, Burbank, CA 91505), or Facility 7 (888 N. Sepulveda Boulevard, El Segundo, CA 90245) at any time during the period from November 1, 2018 through December 31, 2022, and who were subject to the TimeTrack Pro auto-deduction for the first meal period.

This proposed subclass is limited in three important respects:

1. Facility limitation. The subclass includes only employees at the three facilities where the Missed Meal Attestation feature was not activated. Employees at Facilities 1, 3, 5, and 6 — where the attestation feature was active throughout the class period — had a mechanism to report missed breaks in real time. Their claims are fundamentally distinguishable, and their inclusion in a certified class would undermine predominance.

2. Claim limitation. The subclass addresses only the first meal period auto-deduction claim. It does not include the second meal period claim, rest period claims, off-the-clock/overtime claims, minimum wage claims, wage statement claims, waiting time penalty claims, or the UCL claim. Each of those claims presents distinct individualized issues that are not amenable to class-wide resolution, as I will discuss in a moment.

3. Temporal limitation. The subclass period ends on December 31, 2022, reflecting the completion of AMA's corrective activation of the attestation feature at all three facilities.

This narrow subclass definition targets the strongest common question in the case — the combination of an auto-deduction and the absence of any electronic attestation mechanism — while excluding the many claims and class members for whom individualized issues predominate.

IV. REST PERIOD AND OFF-THE-CLOCK CLAIMS

Target Time: 3 Minutes

A. Rest Period Claims — No Systemic Evidence

Plaintiffs' motion seeks certification of rest period claims under Labor Code section 226.7 on behalf of the entire putative class. This claim fails for a simple reason: there is no common proof of a systematic failure to provide rest periods across AMA's operations.

Rest periods are not tracked in the TimeTrack Pro system. This is consistent with industry practice, as rest periods are paid time under California law — employees are not clocked out for rest breaks, and there is no deduction to be applied. As a result, there is no data set in the TimeTrack Pro system that can be analyzed class-wide to determine whether employees received compliant rest periods. There is no auto-deduction for rest periods. There is no attestation feature for rest periods. There is simply no electronic record of rest period compliance or noncompliance.

In the absence of any systemic evidence, Plaintiffs rely entirely on anecdotal declarations from the three named plaintiffs. Each of these declarations describes the declarant's own personal experience with rest periods — but each declarant worked in a different division, at a different facility, under a different supervisor, performing different job duties:

• Marisol Fuentes: Production Coordinator in the Unscripted Programming Division, working at Facility 2 in Studio City. Ms. Fuentes declared that she was "often unable to take rest breaks due to production demands" and that her supervisor "expected her to remain available during shoots."

• Derek Halloran: Post-Production Assistant in the Digital Content Division, working at Facility 5 in Hollywood. Mr. Halloran declared that rest breaks were "not a priority in post-production" and that he "rarely took rest breaks because there was always work to be done."

• Yesenia Padilla: Segment Coordinator in the Live Events Division, working at Facility 4 in Burbank. Ms. Padilla declared that rest breaks were "impossible during live event productions" because "everything happens in real time."

Three declarations from three different work environments, three different divisions, and three different facilities cannot support class-wide adjudication of rest period claims for 1,850 employees across 14 show units. Each declarant describes a different reason for not taking rest breaks, rooted in the specific demands of her or his particular role and work setting. That is the epitome of individualized evidence, and it cannot establish that common questions predominate for the rest period claim.

B. Off-the-Clock Claims — Inherently Individualized

Plaintiffs allege that AMA employees were required to perform approximately 30 to 45 minutes of uncompensated pre-shift setup work and post-shift wrap work on a routine basis. These off-the-clock claims are inherently individualized and cannot be resolved on a class-wide basis.

By definition, off-the-clock work is not recorded in the timekeeping system. There is no common data set in TimeTrack Pro that the Court or a trier of fact can examine to determine whether any individual employee performed uncompensated work before or after their recorded shift. This is fundamentally different from the meal period claim, where at least the auto-deduction provides a data point (albeit one that we contend is a recording mechanism, not evidence of a violation). For off-the-clock claims, there is no analogous class-wide data point at all.

Plaintiffs offer no evidence of a company-wide policy requiring off-the-clock work. They do not point to a written directive, a memorandum, an email, or a corporate communication instructing employees to arrive early or stay late without compensation. Their allegation is that off-the-clock work occurred in practice — that individual supervisors, on individual show units, at individual facilities, expected or permitted employees to work outside their recorded hours. Whether that occurred for any given employee depends on that employee's specific show unit, call time, job duties, the nature of the work performed, and the expectations of that employee's particular supervisor.

The testimony of Celine Arroyo, AMA's Director of Production Operations, directly contradicts the narrative of a systematic off-the-clock work policy. Ms. Arroyo testified at her deposition on February 15, 2023, that "production coordinators and assistants are expected to arrive at call time and begin work at call time." She further testified that if an employee's job duties require work before the scheduled call time, "the call time should be adjusted to reflect when the employee is actually needed to begin working." In other words, AMA's stated practice is that pre-call-time work should result in an earlier call time — with corresponding compensation — not in uncompensated off-the-clock labor.

Whether individual supervisors deviated from this stated practice — and whether individual employees performed uncompensated pre-shift or post-shift work — requires individualized testimony from each putative class member about their specific work experience. Resolving these claims on a class-wide basis would require hundreds of individualized mini-trials, each focused on a different employee's work day, a different supervisor's expectations, and a different show unit's operational practices. That is not what class certification is designed to accomplish.

C. Derivative Claims Follow the Underlying Claims

Plaintiffs' remaining causes of action are derivative of the meal period, rest period, and off-the-clock claims, and they rise or fall with those underlying claims for purposes of the predominance analysis.

Wage statement claims (Cal. Lab. Code § 226). Plaintiffs allege that AMA's wage statements were inaccurate because they failed to reflect unpaid meal period premiums, unpaid rest period premiums, and unpaid overtime. This claim is entirely derivative — the wage statements are only "inaccurate" if the underlying substantive claims are meritorious. If the underlying claims require individualized inquiry, the wage statement claim necessarily requires the same individualized inquiry. There is no independent common question supporting class-wide adjudication of the wage statement claim apart from the underlying substantive violations.

UCL claim (Bus. & Prof. Code § 17200). Plaintiffs' UCL claim is predicated on the same alleged Labor Code violations. It adds no independent theory of liability beyond the assertion that AMA's alleged wage and hour violations constitute unfair business practices. The UCL claim does not create an independent basis for class certification; it is parasitic on the underlying claims and subject to the same predominance deficiencies.

Waiting time penalty claims (Lab. Code §§ 201-203). These claims depend on whether individual class members were owed unpaid wages at the time of their separation from AMA. That determination requires, first, a finding that the individual employee's underlying substantive claims are meritorious (i.e., that the employee actually missed a meal break or performed off-the-clock work), and second, a finding that the employee has separated from AMA's employment. Both questions are individualized.

Minimum wage claims. These claims are derivative of the overtime and off-the-clock claims. The allegation is that employees' effective hourly rates fell below the minimum wage when uncompensated hours are included in the calculation. This claim depends on the same individualized inquiry into whether each employee actually performed uncompensated work.

None of these derivative claims can be certified independently of the underlying substantive claims, and each shares the same predominance deficiencies.

V. TYPICALITY AND ADEQUACY

Target Time: 2 Minutes

A. Named Plaintiffs Are Not Typical of the Class

The typicality requirement of Code of Civil Procedure section 382 demands that the named plaintiffs' claims be "reasonably co-extensive with those of absent class members." The three named plaintiffs in this action fail that standard because their individual experiences are not representative of each other, let alone of 1,850 putative class members spread across 14 show units and 7 facilities.

Each named plaintiff worked in a different division. Each worked at a different facility. Each reported to a different supervisor. Each had fundamentally different job responsibilities. Their individual experiences with meal breaks, rest breaks, and off-the-clock work were shaped by the unique operational demands of their respective divisions and show units — not by any uniform company-wide practice.

Mr. Halloran is a particularly weak class representative. During his deposition on January 19, 2023, he testified that he "usually" received meal breaks at the Hollywood facility. He further testified that he was aware of the Missed Meal Attestation feature on the TimeTrack Pro terminal but "never used it" because, in his words, "nobody else did and I didn't want to cause problems." This testimony fundamentally undercuts the class narrative of systematic denial. A named plaintiff who acknowledges that he usually received meal breaks and was aware of a reporting mechanism he chose not to use is not a typical representative of a class that claims to have been systematically deprived of breaks and denied any means of recourse.

The diversity of the named plaintiffs' experiences does not strengthen the case for typicality — it exposes its absence. If the three named plaintiffs cannot demonstrate a common experience among themselves, they cannot credibly claim to represent the common experience of 1,850 class members.

B. Adequacy Concerns

Beyond typicality, there are meaningful adequacy concerns that the Court should consider.

Conflict between current and former employees. The putative class includes both current employees who remain employed by AMA and former employees who have separated from the company. Current employees benefit from AMA's December 2022 corrective actions — the activation of the Missed Meal Attestation feature at all facilities and the correction of the auto-deduction threshold from six hours to five hours (to align with Labor Code section 512's requirement that a meal period be provided for shifts exceeding five hours). Former employees, by contrast, seek maximum damages for past violations and have no stake in AMA's ongoing practices. These divergent interests create a potential conflict that undermines the adequacy of any single set of named plaintiffs to represent both groups.

Conflict between attestation and non-attestation employees. Employees who worked at facilities where the Missed Meal Attestation feature was active had a reporting mechanism that employees at Facilities 2, 4, and 7 did not. The claims of these two groups are fundamentally different — the "attestation" employees had a tool and chose whether to use it, while the "non-attestation" employees had no electronic tool at all. Certifying a single class that encompasses both groups would paper over this critical distinction and create internal conflicts in litigation strategy.

Padilla's separation timeline. Named plaintiff Yesenia Padilla separated from AMA's employment on May 17, 2022 — more than six months before the initial complaint was filed on November 1, 2022. While a former employee may serve as a class representative in some circumstances, Ms. Padilla's extended separation from AMA raises legitimate questions about whether she has sufficient personal stake in the ongoing interests of current employees to vigorously prosecute this action on their behalf. Her claims are entirely backward-looking, and she has no personal interest in the prospective relief that current employees may seek.

VI. SUPERIORITY

Target Time: 1 Minute — Brief

Given the individualized nature of the meal period, rest period, and off-the-clock claims, a class action is not a superior method of adjudication. A certified class action encompassing all seven causes of action on behalf of 1,850 putative class members will inevitably devolve into hundreds of individualized mini-trials on liability. The Court would be required to conduct employee-by-employee inquiries into whether each class member was provided a compliant meal break, whether each class member received rest breaks, and whether each class member performed uncompensated off-the-clock work. This is neither efficient nor manageable.

The Court should also note that Plaintiffs' PAGA claims proceed as representative actions without class certification. Under the Private Attorneys General Act, Labor Code sections 2698 et seq., a single aggrieved employee may bring a representative action on behalf of all aggrieved employees without satisfying the requirements of class certification. PAGA provides an alternative vehicle for enforcement of the Labor Code violations alleged here — including the assessment of civil penalties — without the manageability concerns of class treatment. The PAGA representative action is distinct from the class claims and has different procedural requirements; it should not be conflated with the class certification analysis. Even if the Court denies class certification in its entirety, Plaintiffs retain the ability to pursue their PAGA claims on a representative basis.

VII. CLOSING

Target Time: 1 Minute

Your Honor, for all of the foregoing reasons, Aurelius Media Americas Inc. respectfully requests that the Court deny class certification in its entirety. The predominance requirement is not met for any of the seven causes of action. The typicality requirement is not met because the named plaintiffs' individual experiences diverge from each other and from the putative class. The adequacy requirement is compromised by conflicts among subgroups within the class. And a class action is not a superior method of adjudication given the inherently individualized nature of the claims.

In the alternative, if the Court is inclined to certify any claim, AMA requests the narrowest possible class definition:

• Facility limitation: Limited to employees at Facilities 2, 4, and 7 — the three facilities where the Missed Meal Attestation feature was not activated during the relevant period.

• Claim limitation: Limited to the first meal period auto-deduction claim only. The rest period claim, off-the-clock/overtime claim, minimum wage claim, second meal period claim, and waiting time penalty claim should be excluded as too individualized for class treatment. The PAGA claim should be excluded from class treatment and allowed to proceed as a separate representative action under its own statutory authority.

• Derivative claims only if underlying claim is certified. If the Court certifies the first meal period claim for the subclass, AMA acknowledges that the wage statement claim under Labor Code section 226 and the UCL claim under Business and Professions Code section 17200 are derivative and would logically follow — but only to the same scope as the certified meal period claim.

Finally, Your Honor, AMA wishes to place on the record its willingness to engage in good-faith mediation promptly following the Court's certification order, regardless of the outcome. AMA has identified the Honorable Patricia Okoro, retired from this Court, of Westpark Dispute Resolution Inc., as a mediator, and Plaintiffs' counsel has indicated agreement with that selection. AMA approaches mediation with genuine interest in resolving this matter fairly and efficiently.

Thank you, Your Honor.

VIII. ANTICIPATED QUESTIONS FROM THE COURT AND PROPOSED ANSWERS

Question 1: "Why shouldn't the auto-deduction itself be treated as a common policy?"

Proposed Answer:

"Your Honor, because the auto-deduction is a recording method, not a substantive policy. It is a method for recording time — not a method for denying meal periods. The substantive question under Brinker is whether AMA provided compliant meal breaks — that is, whether AMA made breaks available to its employees. That question turns on each employee's individual circumstances: their show unit, their production schedule, their supervisor, and whether they were on a shooting day or an office day. The auto-deduction tells us nothing about whether any particular employee was offered a compliant break. It tells us only how AMA's timekeeping system recorded the time. A timekeeping method is not the same as a substantive labor policy, and Plaintiffs have not identified any AMA policy — written or unwritten — that directs or encourages supervisors to deny meal periods. The policy AMA actually has on the books is to provide compliant breaks. The auto-deduction is simply the payroll system's mechanism for accounting for the time allocated to those breaks."

Question 2: "What about the three facilities without the attestation feature?"

Proposed Answer:

"That is a closer question, Your Honor, and we have proposed a subclass approach for those facilities precisely because we recognize the force of the argument. But even at Facilities 2, 4, and 7, employees had an alternative reporting mechanism. AMA's written Meal and Rest Break Policy, effective January 1, 2019, directed employees to notify their supervisor immediately if they were unable to take a meal period. The question of whether each individual employee at those facilities actually missed a compliant meal period remains individualized. The absence of an electronic reporting feature makes the evidence harder to compile — and we have acknowledged that candidly — but it does not transform 700 individual experiences into a single common question of liability. Each employee at those facilities still had a unique work experience shaped by their show unit, their supervisor, and the nature of their work on any given day. The attestation feature, or its absence, is a significant evidentiary issue, but it does not change the substantive legal question under Brinker, which requires proof that each individual employee was denied an available break."

Question 3: "Doesn't the low attestation usage rate at the four active facilities — 2% to 4% — suggest employees were deterred from reporting missed breaks?"

Proposed Answer:

"Your Honor, that inference is possible, but it is equally consistent — and we would argue more consistent — with employees actually taking compliant breaks. If 96% to 98% of employees on a given shift did not report a missed meal period, the most natural inference is that they received a meal period. That is, after all, what the attestation data is designed to measure. The alternative inference that Plaintiffs urge — that nearly every employee on nearly every shift was deterred from using a feature that was readily available on the time clock terminal — is speculative. There is no evidence in the record of threats, retaliation, or disciplinary action against employees who used the attestation feature. There is no evidence that supervisors instructed employees not to use it. And this is precisely the kind of inferential dispute that cannot be resolved on a class-wide basis. It requires testimony from individual employees about why they did or did not use the feature — what their subjective understanding of the feature was, whether they were aware of it, whether they felt comfortable using it, and whether they had a reason to use it on any particular shift. That is the definition of an individualized inquiry, and it is the reason this question cannot serve as the basis for class-wide certification at those four facilities."

Question 4: "Your own witness, Ms. Okafor, testified that no formal training was provided on the attestation feature. Doesn't that support Plaintiffs' argument that the feature was functionally useless?"

Proposed Answer:

"Your Honor, Ms. Okafor's testimony was that no formal, stand-alone, classroom-style training was dedicated exclusively to the attestation feature. But she also testified that managers were expected to familiarize new employees with the time clock system during onboarding, which included demonstrating the prompts that appear at the end of each shift — including the meal attestation prompt. The absence of a formal training program specifically devoted to one feature of the time clock is not equivalent to the absence of all notice or awareness. Many workplace systems and features are communicated through on-the-job orientation and supervisor instruction rather than through dedicated training sessions, and the absence of a formal curriculum does not render a system feature 'functionally useless.'

Moreover, the testimony of one of the named plaintiffs directly refutes the 'functionally useless' argument. Derek Halloran testified at his deposition that he was aware of the attestation feature at the Hollywood facility — Facility 5. He stated that he chose not to use it because, in his words, 'nobody else did and I didn't want to cause problems.' That testimony is revealing in two respects. First, it shows that the feature was known and accessible to at least some employees — undermining the claim that it was 'functionally useless.' Second, it shows that Halloran's decision not to use the feature was driven by his own subjective motivations — a concern about social dynamics and workplace norms — rather than by any AMA policy or directive. That subjective motivation is, by definition, an individualized question that varies from employee to employee. Some employees may have been aware of the feature and used it. Some may have been aware and chosen not to use it for their own reasons. Some may not have been aware. Each of those scenarios requires individual inquiry."

Question 5: "How do you respond to Plaintiffs' argument under *Brinker* that a uniform policy can be evaluated on a class-wide basis?"

Proposed Answer:

"Your Honor, Plaintiffs are correct that Brinker endorsed class certification where the employer had a 'uniform policy' that could be evaluated class-wide. But the Brinker court was describing situations where the employer's substantive policy was itself the source of the alleged violation — for example, a policy that facially denied meal periods to a defined group of employees, or a policy that automatically shortened breaks below the 30-minute minimum. Those are cases where you can look at the policy, determine whether it complies with the law, and if it does not, apply that determination to every employee subject to the policy.

That is not this case. AMA's substantive policy is to provide compliant 30-minute meal periods consistent with Labor Code section 512 and Wage Order 12. AMA's timekeeping system applies a uniform auto-deduction. But the auto-deduction is not a policy of noncompliance. It is a payroll processing mechanism. The substantive question — whether employees were actually provided compliant breaks in practice — depends on facility-level and show-unit-level operational realities that vary across AMA's 14 show units and 7 facilities.

There is a critical difference between a 'uniform system' and a 'uniform policy of noncompliance,' and Plaintiffs have conflated the two. Every employer with more than a handful of employees uses a timekeeping system of some kind. The existence of a uniform timekeeping system does not, standing alone, establish a uniform practice of denying breaks. The question is what happened on the ground — and that question is individualized."

Question 6: "What is your response to Plaintiffs' attack on Dr. Makhija's methodology — specifically, the argument that he surveyed supervisors rather than employees?"

Proposed Answer:

"Your Honor, Dr. Makhija's analysis does not depend solely on the supervisor survey component, and Plaintiffs' characterization of his methodology is incomplete. Dr. Makhija's core finding — that working conditions, shift lengths, overtime frequency, and meal period timing vary significantly across AMA's 14 show units and 7 facilities — is supported by objective data drawn from the TimeTrack Pro records themselves.

Dr. Makhija analyzed over 612,000 individual shift records spanning the entire class period. His statistical analysis of those records demonstrates facility-by-facility and show-by-show variation that is both statistically significant at the 95% confidence level and practically meaningful. The self-reported missed meal period rate, for example, ranges from 2.1% on the studio-based 'Kitchen Clash' program to 18.7% on the field-based 'Summit Challenge' program — a nearly ninefold variation that is derived from the TimeTrack Pro attestation data, not from any survey.

The supervisor survey component of Dr. Makhija's analysis supplemented the quantitative data by providing qualitative context about how break scheduling decisions are actually made in practice at each show unit — for example, whether a formal 'meal call' system is used, or whether employees are expected to take breaks during natural production pauses. This qualitative context helps explain the variation observed in the quantitative data, but it is not the foundation of that variation.

Even if the Court were to discount the supervisor survey component entirely, the objective data analysis independently supports the conclusion that individualized inquiry predominates. The quantitative data alone demonstrates that the putative class is not homogeneous and that a single class-wide determination of liability is not feasible."

Question 7: "Are you willing to mediate?"

Proposed Answer:

"Yes, Your Honor. Aurelius Media Americas is prepared to participate in mediation with a neutral mediator promptly following the Court's certification order, regardless of the outcome of this hearing. We have already identified the Honorable Patricia Okoro, retired from this Court, now with Westpark Dispute Resolution Inc., as a mediator. Plaintiffs' counsel has indicated agreement with that selection. AMA approaches mediation in good faith and with genuine interest in resolving this matter fairly and efficiently for all parties. We are committed to engaging substantively in the mediation process."

Question 8: "If I certify the meal period claim, should I also certify the wage statement and UCL claims as derivative?"

Proposed Answer:

"Your Honor, if the Court certifies the meal period claim, we acknowledge that the wage statement claim under Labor Code section 226 and the UCL claim under Business and Professions Code section 17200 are derivative claims that would logically follow. Both claims are predicated on the alleged meal period violation, and if the meal period claim is susceptible to class-wide resolution, the derivative claims necessarily are as well.

However, we would urge the Court to make clear in its certification order that the derivative claims are limited to the same scope as the certified meal period claim. Specifically, if the Court limits certification to the first meal period claim — which we have urged — the derivative claims should be similarly limited to inaccuracies in wage statements arising from first meal period violations and to unfair business practices arising from first meal period violations. The derivative claims should not serve as a vehicle for expanding the scope of class treatment beyond what the Court has determined is appropriate for the underlying substantive claim.

We also ask the Court to note expressly in its order that the PAGA claims are not class claims and proceed under separate procedural authority. The PAGA representative action is governed by Labor Code sections 2698 through 2699.6 and is not subject to the requirements of class certification under Code of Civil Procedure section 382. The two actions should not be conflated."

IX. LOGISTICS AND PROCEDURAL NOTES

Attending for AMA:

Exhibits:

The Compendium of Exhibits to Opposition (Document 87) will be tabbed and available for the Court's reference. Key exhibits are flagged as follows:

Time Allocation:

We anticipate that the Court will provide 20 to 25 minutes for AMA's argument, consistent with the Court's typical practice for extended time in certification hearings. Plaintiffs, as the moving party, will argue first. We anticipate Plaintiffs' argument will be led by Jonathan Park of Dralvecen, Lee & Nakamura LLP.

Reply/Rebuttal:

AMA respectfully requests the opportunity for 3 to 5 minutes of rebuttal after Plaintiffs' response, if the Court permits. The rebuttal will be limited to points raised in Plaintiffs' responsive argument and will not introduce new substantive arguments.

CONFIDENTIAL — ATTORNEY WORK PRODUCT Prepared by Devon Archer, Calderwood & Harkness LLP Reviewed by Renata Vasquez, Calderwood & Harkness LLP C&H Matter No. 1017-00004 July 25, 2023

Date of Hearing:	July 28, 2023, 8:30 a.m., Dept. 34
Court:	Superior Court of the State of California, County of Los Angeles — Central District
Case:	Fuentes, Halloran, and Padilla v. Aurelius Media Americas Inc., Lead Case No. 22STCV38214 (Consolidated with 22STCV39501)
Judge:	Hon. Raymond Escobedo
Prepared by:	Devon Archer
Reviewed by:	Renata Vasquez
Date of Preparation:	July 25, 2023
C&H Matter No.:	1017-00004
Appearing for Defendant:	Renata Vasquez (Partner), Calderwood & Harkness LLP, 777 South Flower Street, Suite 4200, Los Angeles, CA 90017
Facility	Address	Attestation Feature Status
Facility 2	4024 Penmark Strategy Partners Avenue, Studio City, CA 91604	Not activated until December 2022
Facility 4	3800 W. Alameda Avenue, Burbank, CA 91505	Not activated until December 2022
Facility 7	888 N. Sepulveda Boulevard, El Segundo, CA 90245	Not activated until December 2022
Marisol Fuentes	Derek Halloran	Yesenia Padilla
Title	Production Coordinator	Post-Production Assistant	Segment Coordinator
Division	Unscripted Programming	Digital Content	Live Events
Facility	Facility 2, Studio City	Facility 5, Hollywood	Facility 4, Burbank
Attestation Feature	NOT activated	Activated	NOT activated
Employment Dates	Mar. 14, 2019 – Aug. 5, 2022	Jun. 1, 2020 – Nov. 30, 2022	Jan. 10, 2018 – May 17, 2022
Hourly Rate	$28.50/hr	$24.75/hr	$31.00/hr
Arguing:	Renata Vasquez, Partner, Calderwood & Harkness LLP
At counsel table:	Devon Archer, Associate, Calderwood & Harkness LLP (for reference and exhibit management)
Client representative:	Gregory Tanaka, VP Legal & Compliance, Aurelius Media Americas Inc. (seated in gallery or at counsel table if permitted by the Court)
Tab	Description	Relevance
Tab 4	Dr. Makhija's data tables showing facility-by-facility variation	Predominance — demonstrates variability across show units and facilities

Tab 7	TimeTrack Pro Missed Meal Attestation usage rates by facility (from Karen Fong declaration)	Attestation feature — demonstrates 2-4% usage rate at active facilities
Tab 12	Deposition excerpts — Halloran testimony re awareness of attestation feature	Typicality — undermines class narrative; shows attestation feature was known
Tab 15	Deposition excerpts — Okafor testimony re attestation feature "oversight"	Attestation feature — demonstrates deactivation was administrative error, not policy

CALDERWOOD & HARKNESS LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017
CONFIDENTIAL — ATTORNEY WORK PRODUCT
ORAL ARGUMENT OUTLINE — CLASS CERTIFICATION HEARING
This document constitutes attorney work product prepared in anticipation of litigation and is protected from disclosure under California Code of Civil Procedure section 2018.030. This document is strictly confidential and is intended solely for the use of attorneys and staff of Calderwood & Harkness LLP engaged in the representation of Aurelius Media Americas Inc. in the above-captioned matter. Do not distribute, copy, or file publicly.
I. OPENING STATEMENT
Target Time: 2 Minutes
"Good morning, Your Honor. Renata Vasquez for Defendant Aurelius Media Americas Inc."
Aurelius Media Americas — which I will refer to as "AMA" — respectfully opposes class certification as pled. However, AMA wishes to make clear at the outset that it approaches this hearing with a recognition that this case warrants nuanced analysis. We are not here to argue that the Court should reflexively deny certification and close the door. We are prepared to discuss appropriate subclassing if the Court is inclined to certify any claims, and we believe that a narrowly tailored approach — rather than the sprawling, seven-cause-of-action class Plaintiffs propose — is the only path consistent with the requirements of Code of Civil Procedure section 382 and the controlling authority of the California Supreme Court.
The central issue before the Court is straightforward but critically important: AMA uses a timekeeping system — the NovaPay Solutions "TimeTrack Pro" platform — that automatically deducts 30 minutes from shifts of six hours or more to reflect the meal period that AMA's written policy provides. Plaintiffs characterize the auto-deduction as a policy of denying meal periods. It is not. It is a timekeeping method — a recording mechanism. The real substantive question under Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004 is whether each individual employee was actually provided a compliant meal break. That question is inherently individualized across AMA's 14 show units and 7 California production facilities.
Plaintiffs' motion seeks certification of all seven causes of action — meal period violations, rest period violations, off-the-clock/overtime claims, minimum wage claims, wage statement violations, waiting time penalties, and a UCL claim — on behalf of approximately 1,850 putative class members spanning a class period from November 1, 2018 through the date of any preliminary settlement approval. That is an extraordinarily broad class definition for a company with the operational diversity and facility-level variation that AMA presents. We will walk through why predominance, typicality, and adequacy each independently defeats this motion, and why the Court should either deny certification outright or, at most, certify a narrow subclass limited to the first meal period claim at the three facilities where the electronic meal period attestation feature was not activated.
II. PREDOMINANCE — THE CORE ISSUE
Target Time: 8 Minutes
A. The Auto-Deduction Is a Recording Method, Not a Substantive Policy
Your Honor, the predominance analysis must begin with a clear understanding of what the auto-deduction actually is. AMA utilizes the NovaPay Solutions "TimeTrack Pro" timekeeping platform across all seven of its California production facilities. The TimeTrack Pro system includes an auto-deduction feature that automatically deducts 30 minutes from any recorded shift of six hours or more. This deduction is applied at the payroll processing stage and is designed to reflect the 30-minute meal period that AMA's written policy provides.
This is a timekeeping mechanism. It is a method of recording time. It is not a directive to deny meal periods. It is not a policy that instructs supervisors to keep employees working through their breaks. It is not a scheduling practice that eliminates meal periods from the work day. It is a payroll function that deducts the time that AMA's meal period policy allocates for an uninterrupted, duty-free break.
AMA maintains a written meal period policy that facially complies with California law. That policy provides for a 30-minute uninterrupted duty-free meal period for all shifts exceeding five hours, consistent with the requirements of Labor Code section 512 and IWC Wage Order 12, which governs the Motion Picture Industry. The policy further provides for a second meal period for shifts exceeding ten hours, subject to the employee's right to waive the second meal period in accordance with applicable law. The policy was adopted effective January 1, 2019, following a comprehensive review of AMA's wage and hour practices, and it was incorporated into the Employee Handbook revised in March 2021.
Under the California Supreme Court's controlling decision in Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004, 1040, the employer's obligation is to provide a meal period — that is, to make it available to the employee. The employer is not required to ensure that the employee takes the meal period. The employer is not required to police the employee's use of the break. The employer satisfies its obligation by relieving the employee of all duty and relinquishing control over the employee's activities for the required 30-minute period.
Whether each of the approximately 1,850 putative class members was actually provided a compliant meal period depends on a host of individualized circumstances that cannot be determined class-wide:
•  The employee's show unit. AMA operates 14 distinct show units, each with its own production schedule, workflow, and operational demands. A production coordinator on a studio-based cooking competition show has a fundamentally different work day than a segment coordinator on a field-based adventure reality program filming on location in the Angeles National Forest.
•  The employee's facility. AMA's seven California production facilities range from a dedicated studio complex in West Hollywood to a post-production suite in Hollywood to a live events coordination center in Burbank. Each facility has its own operational cadence, staffing structure, and supervisory personnel.
•  The employee's supervisor. Each show unit is headed by a Unit Production Manager or Line Producer who exercises individual discretion over break scheduling. There is no central directive from AMA's corporate office dictating when, where, or how meal breaks are scheduled on a show-by-show basis. Break timing is necessarily determined at the show-unit level based on production needs, talent availability, location access, and a host of other variables.
•  The type of work day. AMA employees experience markedly different work days depending on whether they are on a "shooting day" (when cameras are rolling), a "prep day" (advance preparation for an upcoming shoot), or an "office day" (administrative tasks at the facility). The demands on an employee's time — and the opportunity to take an uninterrupted 30-minute break — vary dramatically across these different types of work days.
•  The employee's own actions. Under Brinker, if the employer makes a compliant meal period available and the employee voluntarily chooses to work through it, the employer has not violated the law. Whether any given employee chose to work through an available break is an inherently individual question.
The auto-deduction, standing alone, tells us nothing about whether any particular employee was offered a compliant break. It tells us only how AMA's timekeeping system recorded the time. Conflating the recording method with a substantive denial of meal periods is the fundamental analytical error in Plaintiffs' motion, and it is an error that defeats predominance.
B. Dr. Makhija's Analysis Demonstrates Significant Variability
AMA retained Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC to analyze the working conditions and meal period practices across AMA's California operations. Dr. Makhija's expert report, dated May 19, 2023, was submitted in support of AMA's opposition, and his declaration was filed on June 14, 2023. Dr. Makhija holds a Ph.D. in Industrial-Organizational Psychology from the University of Michigan and has over 20 years of experience in workforce analytics, with particular expertise in the entertainment and media industries.
Dr. Makhija's analysis is based on a comprehensive review of AMA's TimeTrack Pro records covering over 612,000 individual shifts during the class period, supplemented by supervisory interviews and a review of production schedules across all 14 show units. His core finding is that AMA's operations are not monolithic — they are characterized by statistically significant variation across facilities and show units in virtually every metric relevant to the meal period inquiry.
I would ask the Court to turn to Exhibit Tab 4 in the Compendium of Exhibits to Opposition, which contains Dr. Makhija's data tables. The key findings are as follows:
Work schedules and shift lengths. Studio-based shows — such as "Kitchen Clash," which is produced at Facility 1 in West Hollywood — operate on consistent 8-to-10-hour days. The production environment is controlled, the schedule is predictable, and meal breaks are routinely built into the production timeline. By contrast, field-based shows — such as "Summit Challenge," which is coordinated from Facility 4 in Burbank but films on location — regularly involve 12-to-16-hour shoot days with irregular schedules dictated by weather, terrain, daylight, and the availability of on-location talent. The demands on employees' time, and the logistical challenges of providing compliant meal periods, are categorically different.
Overtime frequency. Overtime rates vary by a factor of nearly four across show units, ranging from approximately 8% of total shifts on studio-based programs to over 30% of total shifts on field-based programs. This variation further confirms that the work experience of a putative class member on one show unit is not representative of the work experience of a class member on another.
Meal period timing and practices. The timing of meal periods — and the mechanisms by which breaks are scheduled and communicated — differ across show units and facilities. Some show units use a formal "meal call" system in which the Unit Production Manager announces a 30-minute break on the production radio channel. Others rely on informal scheduling in which employees are expected to take breaks during natural pauses in production activity. The implications for whether a "compliant" meal period was "provided" are significant and depend on which system was in use for each employee on each shift.
Supervisory discretion. Each show unit's Unit Production Manager or Line Producer exercises individual discretion over break scheduling. There is no centralized, class-wide directive governing when or how breaks are offered. This means that the meal period experience of any given employee is a function of that employee's supervisor's practices — not a function of a uniform AMA policy.
The most telling data point in Dr. Makhija's analysis is the self-reported missed meal period rate, which varies dramatically across facilities and show units. Self-reported missed meal period rates ranged from a low of 2.1% of shifts on the studio-based "Kitchen Clash" program at Facility 1 in West Hollywood to a high of 18.7% of shifts on the field-based "Summit Challenge" program coordinated from Facility 4 in Burbank. This nearly ninefold variation demonstrates that the question of whether employees received compliant meal breaks cannot be answered with a single, class-wide determination. An employee on "Kitchen Clash" had a fundamentally different meal period experience than an employee on "Summit Challenge," and the reasons for that difference are rooted in the operational realities of each show unit — not in any uniform AMA policy.
Dr. Makhija's conclusion, stated to a reasonable degree of professional certainty, is that the experiences of AMA employees with meal and rest breaks are "predominantly individualized" and "cannot be reliably generalized across the putative class." That conclusion is supported by the objective data and it is fatal to predominance.
C. Dr. Rennick's Model Is Fundamentally Flawed
Plaintiffs rely on the expert report of Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC, dated April 28, 2023, to establish both a common methodology for determining liability and aggregate damages. Dr. Rennick calculates aggregate damages of $38.6 million, including $12.2 million in PAGA penalties. Those figures are based on a model that is fundamentally flawed.
The critical flaw in Dr. Rennick's model is his core assumption: he treats every auto-deducted meal period as a missed meal period. That is, he assumes that every time the TimeTrack Pro system deducted 30 minutes from an employee's shift, the employee did not actually receive a meal break — and therefore, AMA owes the employee one additional hour of pay as a meal period premium under Labor Code section 226.7. This assumption is facially implausible, and it renders the model incapable of serving as a "common methodology" under Granite Harbor Partners LLC v. Behrend (2013) 569 U.S. 27, 35.
Consider a straightforward example. An employee clocks in at 8:00 a.m. The employee takes a full, compliant 30-minute meal break at noon. The employee clocks out at 5:00 p.m. The TimeTrack Pro system records 9 hours of clock time and applies the 30-minute auto-deduction, resulting in 8.5 hours of paid time (8.0 hours of regular time plus 0.5 hours reflecting the 30-minute lunch break that was not worked). In this scenario, the auto-deduction accurately reflects the compliant break. The employee received a full 30-minute meal period. No premium is owed. But under Dr. Rennick's model, this shift is counted as a "missed" meal period, and AMA is assessed one hour of premium pay. That result is absurd.
The implausibility of Dr. Rennick's assumption is further demonstrated by the Missed Meal Attestation data. At the four facilities where the Missed Meal Attestation feature was active in the TimeTrack Pro system — Facilities 1, 3, 5, and 6 — employees had the ability to report a missed or shortened meal period at the time clock terminal at the end of their shift. The data from those facilities, which is summarized in the declaration of Karen Fong (AMA's Payroll Manager) and presented at Exhibit Tab 7, shows that only 2% to 4% of shifts generated a missed meal attestation. If 96% to 98% of employees on a given shift did not report a missed meal period — when they had an electronic mechanism readily available to do so — the most natural inference is that they took compliant breaks, not that the auto-deduction was systematically stealing their wages.
Our defense expert, Dr. Catherine Lindstrom of Hargrove Analytics Inc., prepared a report dated June 9, 2023, in which she calculated alternative aggregate damages using actual missed-meal attestation data from the four active-attestation facilities and a conservative extrapolation methodology for the three facilities without the feature. Dr. Lindstrom's calculation yields approximate aggregate damages of $5.8 million — less than one-sixth of Dr. Rennick's figure. The stark disparity between the two experts' calculations — $38.6 million versus $5.8 million — is itself a product of the flawed assumption underlying Dr. Rennick's model.
Under Granite Harbor Partners LLC v. Behrend (2013) 569 U.S. 27, a proposed damages methodology must be consistent with the substantive theory of liability. Plaintiffs' theory is that AMA failed to provide compliant meal breaks to individual employees. But Dr. Rennick's model does not measure whether individual employees were denied compliant breaks — it simply assumes that every auto-deduction equals a violation. The model does not match the theory. It is not a viable "common methodology," and it cannot carry Plaintiffs' burden of establishing predominance.
III. THE ATTESTATION FEATURE — THE FACILITY SPLIT
Target Time: 4 Minutes
A. Concession on the Three Facilities Without the Feature
Your Honor, AMA approaches this hearing with an obligation of candor, and there is a feature of this case that presents a closer question on commonality. We want to address it directly.
The Missed Meal Attestation feature was not activated at three of AMA's seven California production facilities during a significant portion of the class period:
At those three facilities, employees had no electronic mechanism through the TimeTrack Pro system to report missed or shortened meal periods at the time clock terminal. The auto-deduction was applied automatically, and there was no prompt at clock-out asking the employee whether they had actually received a compliant meal break. This combination — automatic deduction without a contemporaneous attestation mechanism — presents a closer question on whether common issues predominate over individual ones, and we concede that candidly.
B. Even at Those Facilities, Individualized Inquiry Is Required
However, even at Facilities 2, 4, and 7, class-wide adjudication of the meal period claim is not appropriate without significant caveats. AMA's written Meal and Rest Break Policy, effective January 1, 2019, and incorporated into the Employee Handbook revised in March 2021, provided an alternative reporting mechanism. The policy states, in relevant part, that employees who are "unable to take a meal period due to work demands" are to "notify their supervisor immediately so that corrective action can be taken and the employee can be properly compensated." This alternative mechanism — direct supervisor notification — was available to all employees at all facilities, including Facilities 2, 4, and 7.
The question of whether each individual employee at those three facilities actually missed a compliant meal break on any given shift still requires individualized testimony. Did the employee's supervisor offer a break? Did the employee attempt to take a break and was prevented from doing so? Did the employee voluntarily work through an available break? Did the employee notify a supervisor that a break was missed? These are individual questions that vary from employee to employee, shift to shift, and show unit to show unit. The absence of the electronic attestation feature makes the evidentiary record harder to compile — we acknowledge that — but it does not transform 700-plus individual experiences into a single common question of liability.
The Court should also note the testimony of Lorraine Okafor, AMA's Senior Vice President of Human Resources, who was deposed on March 8, 2023. Ms. Okafor testified that the failure to activate the Missed Meal Attestation feature at Facilities 2, 4, and 7 was an "oversight during the second wave of system rollout in March 2019." The first wave of the NovaPay TimeTrack Pro implementation occurred in January 2019 at Facilities 1, 3, 5, and 6, and the attestation feature was activated at those facilities as part of the initial rollout. When the system was extended to Facilities 2, 4, and 7 in March 2019, the attestation module was not included in the configuration — not as a deliberate policy choice, but as an administrative oversight. Ms. Okafor testified that she became aware of the omission in November 2022, following the filing of the initial complaint in this action, and she directed immediate activation of the attestation feature at all three facilities. That activation was completed in December 2022.
This testimony is significant because it demonstrates that the absence of the attestation feature was not a policy — it was an error. It was not a deliberate decision by AMA to deny employees a reporting mechanism; it was an implementation failure that was corrected promptly once discovered. This distinction matters for the predominance analysis because it means that the "common question" at Facilities 2, 4, and 7 is not "Did AMA have a policy of suppressing meal period complaints?" but rather "Did individual employees at those facilities actually miss compliant meal breaks?" — which is an individualized question.
C. Proposed Subclass If Court Is Inclined to Certify
If the Court is inclined to certify any claim, AMA urges the Court to limit certification to the narrowest defensible class definition that addresses the strongest common question. Specifically, AMA proposes that any certified class be defined as:
All non-exempt employees of Aurelius Media Americas Inc. who worked at Facility 2 (4024 Penmark Strategy Partners Avenue, Studio City, CA 91604), Facility 4 (3800 W. Alameda Avenue, Burbank, CA 91505), or Facility 7 (888 N. Sepulveda Boulevard, El Segundo, CA 90245) at any time during the period from November 1, 2018 through December 31, 2022, and who were subject to the TimeTrack Pro auto-deduction for the first meal period.
This proposed subclass is limited in three important respects:
1.  Facility limitation. The subclass includes only employees at the three facilities where the Missed Meal Attestation feature was not activated. Employees at Facilities 1, 3, 5, and 6 — where the attestation feature was active throughout the class period — had a mechanism to report missed breaks in real time. Their claims are fundamentally distinguishable, and their inclusion in a certified class would undermine predominance.
2.  Claim limitation. The subclass addresses only the first meal period auto-deduction claim. It does not include the second meal period claim, rest period claims, off-the-clock/overtime claims, minimum wage claims, wage statement claims, waiting time penalty claims, or the UCL claim. Each of those claims presents distinct individualized issues that are not amenable to class-wide resolution, as I will discuss in a moment.
3.  Temporal limitation. The subclass period ends on December 31, 2022, reflecting the completion of AMA's corrective activation of the attestation feature at all three facilities.
This narrow subclass definition targets the strongest common question in the case — the combination of an auto-deduction and the absence of any electronic attestation mechanism — while excluding the many claims and class members for whom individualized issues predominate.
IV. REST PERIOD AND OFF-THE-CLOCK CLAIMS
Target Time: 3 Minutes
A. Rest Period Claims — No Systemic Evidence
Plaintiffs' motion seeks certification of rest period claims under Labor Code section 226.7 on behalf of the entire putative class. This claim fails for a simple reason: there is no common proof of a systematic failure to provide rest periods across AMA's operations.
Rest periods are not tracked in the TimeTrack Pro system. This is consistent with industry practice, as rest periods are paid time under California law — employees are not clocked out for rest breaks, and there is no deduction to be applied. As a result, there is no data set in the TimeTrack Pro system that can be analyzed class-wide to determine whether employees received compliant rest periods. There is no auto-deduction for rest periods. There is no attestation feature for rest periods. There is simply no electronic record of rest period compliance or noncompliance.
In the absence of any systemic evidence, Plaintiffs rely entirely on anecdotal declarations from the three named plaintiffs. Each of these declarations describes the declarant's own personal experience with rest periods — but each declarant worked in a different division, at a different facility, under a different supervisor, performing different job duties:
•  Marisol Fuentes: Production Coordinator in the Unscripted Programming Division, working at Facility 2 in Studio City. Ms. Fuentes declared that she was "often unable to take rest breaks due to production demands" and that her supervisor "expected her to remain available during shoots."
•  Derek Halloran: Post-Production Assistant in the Digital Content Division, working at Facility 5 in Hollywood. Mr. Halloran declared that rest breaks were "not a priority in post-production" and that he "rarely took rest breaks because there was always work to be done."
•  Yesenia Padilla: Segment Coordinator in the Live Events Division, working at Facility 4 in Burbank. Ms. Padilla declared that rest breaks were "impossible during live event productions" because "everything happens in real time."
Three declarations from three different work environments, three different divisions, and three different facilities cannot support class-wide adjudication of rest period claims for 1,850 employees across 14 show units. Each declarant describes a different reason for not taking rest breaks, rooted in the specific demands of her or his particular role and work setting. That is the epitome of individualized evidence, and it cannot establish that common questions predominate for the rest period claim.
B. Off-the-Clock Claims — Inherently Individualized
Plaintiffs allege that AMA employees were required to perform approximately 30 to 45 minutes of uncompensated pre-shift setup work and post-shift wrap work on a routine basis. These off-the-clock claims are inherently individualized and cannot be resolved on a class-wide basis.
By definition, off-the-clock work is not recorded in the timekeeping system. There is no common data set in TimeTrack Pro that the Court or a trier of fact can examine to determine whether any individual employee performed uncompensated work before or after their recorded shift. This is fundamentally different from the meal period claim, where at least the auto-deduction provides a data point (albeit one that we contend is a recording mechanism, not evidence of a violation). For off-the-clock claims, there is no analogous class-wide data point at all.
Plaintiffs offer no evidence of a company-wide policy requiring off-the-clock work. They do not point to a written directive, a memorandum, an email, or a corporate communication instructing employees to arrive early or stay late without compensation. Their allegation is that off-the-clock work occurred in practice — that individual supervisors, on individual show units, at individual facilities, expected or permitted employees to work outside their recorded hours. Whether that occurred for any given employee depends on that employee's specific show unit, call time, job duties, the nature of the work performed, and the expectations of that employee's particular supervisor.
The testimony of Celine Arroyo, AMA's Director of Production Operations, directly contradicts the narrative of a systematic off-the-clock work policy. Ms. Arroyo testified at her deposition on February 15, 2023, that "production coordinators and assistants are expected to arrive at call time and begin work at call time." She further testified that if an employee's job duties require work before the scheduled call time, "the call time should be adjusted to reflect when the employee is actually needed to begin working." In other words, AMA's stated practice is that pre-call-time work should result in an earlier call time — with corresponding compensation — not in uncompensated off-the-clock labor.
Whether individual supervisors deviated from this stated practice — and whether individual employees performed uncompensated pre-shift or post-shift work — requires individualized testimony from each putative class member about their specific work experience. Resolving these claims on a class-wide basis would require hundreds of individualized mini-trials, each focused on a different employee's work day, a different supervisor's expectations, and a different show unit's operational practices. That is not what class certification is designed to accomplish.
C. Derivative Claims Follow the Underlying Claims
Plaintiffs' remaining causes of action are derivative of the meal period, rest period, and off-the-clock claims, and they rise or fall with those underlying claims for purposes of the predominance analysis.
Wage statement claims (Cal. Lab. Code § 226). Plaintiffs allege that AMA's wage statements were inaccurate because they failed to reflect unpaid meal period premiums, unpaid rest period premiums, and unpaid overtime. This claim is entirely derivative — the wage statements are only "inaccurate" if the underlying substantive claims are meritorious. If the underlying claims require individualized inquiry, the wage statement claim necessarily requires the same individualized inquiry. There is no independent common question supporting class-wide adjudication of the wage statement claim apart from the underlying substantive violations.
UCL claim (Bus. & Prof. Code § 17200). Plaintiffs' UCL claim is predicated on the same alleged Labor Code violations. It adds no independent theory of liability beyond the assertion that AMA's alleged wage and hour violations constitute unfair business practices. The UCL claim does not create an independent basis for class certification; it is parasitic on the underlying claims and subject to the same predominance deficiencies.
Waiting time penalty claims (Lab. Code §§ 201-203). These claims depend on whether individual class members were owed unpaid wages at the time of their separation from AMA. That determination requires, first, a finding that the individual employee's underlying substantive claims are meritorious (i.e., that the employee actually missed a meal break or performed off-the-clock work), and second, a finding that the employee has separated from AMA's employment. Both questions are individualized.
Minimum wage claims. These claims are derivative of the overtime and off-the-clock claims. The allegation is that employees' effective hourly rates fell below the minimum wage when uncompensated hours are included in the calculation. This claim depends on the same individualized inquiry into whether each employee actually performed uncompensated work.
None of these derivative claims can be certified independently of the underlying substantive claims, and each shares the same predominance deficiencies.
V. TYPICALITY AND ADEQUACY
Target Time: 2 Minutes
A. Named Plaintiffs Are Not Typical of the Class
The typicality requirement of Code of Civil Procedure section 382 demands that the named plaintiffs' claims be "reasonably co-extensive with those of absent class members." The three named plaintiffs in this action fail that standard because their individual experiences are not representative of each other, let alone of 1,850 putative class members spread across 14 show units and 7 facilities.
Each named plaintiff worked in a different division. Each worked at a different facility. Each reported to a different supervisor. Each had fundamentally different job responsibilities. Their individual experiences with meal breaks, rest breaks, and off-the-clock work were shaped by the unique operational demands of their respective divisions and show units — not by any uniform company-wide practice.
Mr. Halloran is a particularly weak class representative. During his deposition on January 19, 2023, he testified that he "usually" received meal breaks at the Hollywood facility. He further testified that he was aware of the Missed Meal Attestation feature on the TimeTrack Pro terminal but "never used it" because, in his words, "nobody else did and I didn't want to cause problems." This testimony fundamentally undercuts the class narrative of systematic denial. A named plaintiff who acknowledges that he usually received meal breaks and was aware of a reporting mechanism he chose not to use is not a typical representative of a class that claims to have been systematically deprived of breaks and denied any means of recourse.
The diversity of the named plaintiffs' experiences does not strengthen the case for typicality — it exposes its absence. If the three named plaintiffs cannot demonstrate a common experience among themselves, they cannot credibly claim to represent the common experience of 1,850 class members.
B. Adequacy Concerns
Beyond typicality, there are meaningful adequacy concerns that the Court should consider.
Conflict between current and former employees. The putative class includes both current employees who remain employed by AMA and former employees who have separated from the company. Current employees benefit from AMA's December 2022 corrective actions — the activation of the Missed Meal Attestation feature at all facilities and the correction of the auto-deduction threshold from six hours to five hours (to align with Labor Code section 512's requirement that a meal period be provided for shifts exceeding five hours). Former employees, by contrast, seek maximum damages for past violations and have no stake in AMA's ongoing practices. These divergent interests create a potential conflict that undermines the adequacy of any single set of named plaintiffs to represent both groups.
Conflict between attestation and non-attestation employees. Employees who worked at facilities where the Missed Meal Attestation feature was active had a reporting mechanism that employees at Facilities 2, 4, and 7 did not. The claims of these two groups are fundamentally different — the "attestation" employees had a tool and chose whether to use it, while the "non-attestation" employees had no electronic tool at all. Certifying a single class that encompasses both groups would paper over this critical distinction and create internal conflicts in litigation strategy.
Padilla's separation timeline. Named plaintiff Yesenia Padilla separated from AMA's employment on May 17, 2022 — more than six months before the initial complaint was filed on November 1, 2022. While a former employee may serve as a class representative in some circumstances, Ms. Padilla's extended separation from AMA raises legitimate questions about whether she has sufficient personal stake in the ongoing interests of current employees to vigorously prosecute this action on their behalf. Her claims are entirely backward-looking, and she has no personal interest in the prospective relief that current employees may seek.
VI. SUPERIORITY
Target Time: 1 Minute — Brief
Given the individualized nature of the meal period, rest period, and off-the-clock claims, a class action is not a superior method of adjudication. A certified class action encompassing all seven causes of action on behalf of 1,850 putative class members will inevitably devolve into hundreds of individualized mini-trials on liability. The Court would be required to conduct employee-by-employee inquiries into whether each class member was provided a compliant meal break, whether each class member received rest breaks, and whether each class member performed uncompensated off-the-clock work. This is neither efficient nor manageable.
The Court should also note that Plaintiffs' PAGA claims proceed as representative actions without class certification. Under the Private Attorneys General Act, Labor Code sections 2698 et seq., a single aggrieved employee may bring a representative action on behalf of all aggrieved employees without satisfying the requirements of class certification. PAGA provides an alternative vehicle for enforcement of the Labor Code violations alleged here — including the assessment of civil penalties — without the manageability concerns of class treatment. The PAGA representative action is distinct from the class claims and has different procedural requirements; it should not be conflated with the class certification analysis. Even if the Court denies class certification in its entirety, Plaintiffs retain the ability to pursue their PAGA claims on a representative basis.
VII. CLOSING
Target Time: 1 Minute
Your Honor, for all of the foregoing reasons, Aurelius Media Americas Inc. respectfully requests that the Court deny class certification in its entirety. The predominance requirement is not met for any of the seven causes of action. The typicality requirement is not met because the named plaintiffs' individual experiences diverge from each other and from the putative class. The adequacy requirement is compromised by conflicts among subgroups within the class. And a class action is not a superior method of adjudication given the inherently individualized nature of the claims.
In the alternative, if the Court is inclined to certify any claim, AMA requests the narrowest possible class definition:
•  Facility limitation: Limited to employees at Facilities 2, 4, and 7 — the three facilities where the Missed Meal Attestation feature was not activated during the relevant period.
•  Claim limitation: Limited to the first meal period auto-deduction claim only. The rest period claim, off-the-clock/overtime claim, minimum wage claim, second meal period claim, and waiting time penalty claim should be excluded as too individualized for class treatment. The PAGA claim should be excluded from class treatment and allowed to proceed as a separate representative action under its own statutory authority.
•  Derivative claims only if underlying claim is certified. If the Court certifies the first meal period claim for the subclass, AMA acknowledges that the wage statement claim under Labor Code section 226 and the UCL claim under Business and Professions Code section 17200 are derivative and would logically follow — but only to the same scope as the certified meal period claim.
Finally, Your Honor, AMA wishes to place on the record its willingness to engage in good-faith mediation promptly following the Court's certification order, regardless of the outcome. AMA has identified the Honorable Patricia Okoro, retired from this Court, of Westpark Dispute Resolution Inc., as a mediator, and Plaintiffs' counsel has indicated agreement with that selection. AMA approaches mediation with genuine interest in resolving this matter fairly and efficiently.
Thank you, Your Honor.
VIII. ANTICIPATED QUESTIONS FROM THE COURT AND PROPOSED ANSWERS
Question 1: "Why shouldn't the auto-deduction itself be treated as a common policy?"
Proposed Answer:
"Your Honor, because the auto-deduction is a recording method, not a substantive policy. It is a method for recording time — not a method for denying meal periods. The substantive question under Brinker is whether AMA provided compliant meal breaks — that is, whether AMA made breaks available to its employees. That question turns on each employee's individual circumstances: their show unit, their production schedule, their supervisor, and whether they were on a shooting day or an office day. The auto-deduction tells us nothing about whether any particular employee was offered a compliant break. It tells us only how AMA's timekeeping system recorded the time. A timekeeping method is not the same as a substantive labor policy, and Plaintiffs have not identified any AMA policy — written or unwritten — that directs or encourages supervisors to deny meal periods. The policy AMA actually has on the books is to provide compliant breaks. The auto-deduction is simply the payroll system's mechanism for accounting for the time allocated to those breaks."
Question 2: "What about the three facilities without the attestation feature?"
Proposed Answer:
"That is a closer question, Your Honor, and we have proposed a subclass approach for those facilities precisely because we recognize the force of the argument. But even at Facilities 2, 4, and 7, employees had an alternative reporting mechanism. AMA's written Meal and Rest Break Policy, effective January 1, 2019, directed employees to notify their supervisor immediately if they were unable to take a meal period. The question of whether each individual employee at those facilities actually missed a compliant meal period remains individualized. The absence of an electronic reporting feature makes the evidence harder to compile — and we have acknowledged that candidly — but it does not transform 700 individual experiences into a single common question of liability. Each employee at those facilities still had a unique work experience shaped by their show unit, their supervisor, and the nature of their work on any given day. The attestation feature, or its absence, is a significant evidentiary issue, but it does not change the substantive legal question under Brinker, which requires proof that each individual employee was denied an available break."
Question 3: "Doesn't the low attestation usage rate at the four active facilities — 2% to 4% — suggest employees were deterred from reporting missed breaks?"
Proposed Answer:
"Your Honor, that inference is possible, but it is equally consistent — and we would argue more consistent — with employees actually taking compliant breaks. If 96% to 98% of employees on a given shift did not report a missed meal period, the most natural inference is that they received a meal period. That is, after all, what the attestation data is designed to measure. The alternative inference that Plaintiffs urge — that nearly every employee on nearly every shift was deterred from using a feature that was readily available on the time clock terminal — is speculative. There is no evidence in the record of threats, retaliation, or disciplinary action against employees who used the attestation feature. There is no evidence that supervisors instructed employees not to use it. And this is precisely the kind of inferential dispute that cannot be resolved on a class-wide basis. It requires testimony from individual employees about why they did or did not use the feature — what their subjective understanding of the feature was, whether they were aware of it, whether they felt comfortable using it, and whether they had a reason to use it on any particular shift. That is the definition of an individualized inquiry, and it is the reason this question cannot serve as the basis for class-wide certification at those four facilities."
Question 4: "Your own witness, Ms. Okafor, testified that no formal training was provided on the attestation feature. Doesn't that support Plaintiffs' argument that the feature was functionally useless?"
Proposed Answer:
"Your Honor, Ms. Okafor's testimony was that no formal, stand-alone, classroom-style training was dedicated exclusively to the attestation feature. But she also testified that managers were expected to familiarize new employees with the time clock system during onboarding, which included demonstrating the prompts that appear at the end of each shift — including the meal attestation prompt. The absence of a formal training program specifically devoted to one feature of the time clock is not equivalent to the absence of all notice or awareness. Many workplace systems and features are communicated through on-the-job orientation and supervisor instruction rather than through dedicated training sessions, and the absence of a formal curriculum does not render a system feature 'functionally useless.'
Moreover, the testimony of one of the named plaintiffs directly refutes the 'functionally useless' argument. Derek Halloran testified at his deposition that he was aware of the attestation feature at the Hollywood facility — Facility 5. He stated that he chose not to use it because, in his words, 'nobody else did and I didn't want to cause problems.' That testimony is revealing in two respects. First, it shows that the feature was known and accessible to at least some employees — undermining the claim that it was 'functionally useless.' Second, it shows that Halloran's decision not to use the feature was driven by his own subjective motivations — a concern about social dynamics and workplace norms — rather than by any AMA policy or directive. That subjective motivation is, by definition, an individualized question that varies from employee to employee. Some employees may have been aware of the feature and used it. Some may have been aware and chosen not to use it for their own reasons. Some may not have been aware. Each of those scenarios requires individual inquiry."
Question 5: "How do you respond to Plaintiffs' argument under *Brinker* that a uniform policy can be evaluated on a class-wide basis?"
Proposed Answer:
"Your Honor, Plaintiffs are correct that Brinker endorsed class certification where the employer had a 'uniform policy' that could be evaluated class-wide. But the Brinker court was describing situations where the employer's substantive policy was itself the source of the alleged violation — for example, a policy that facially denied meal periods to a defined group of employees, or a policy that automatically shortened breaks below the 30-minute minimum. Those are cases where you can look at the policy, determine whether it complies with the law, and if it does not, apply that determination to every employee subject to the policy.
That is not this case. AMA's substantive policy is to provide compliant 30-minute meal periods consistent with Labor Code section 512 and Wage Order 12. AMA's timekeeping system applies a uniform auto-deduction. But the auto-deduction is not a policy of noncompliance. It is a payroll processing mechanism. The substantive question — whether employees were actually provided compliant breaks in practice — depends on facility-level and show-unit-level operational realities that vary across AMA's 14 show units and 7 facilities.
There is a critical difference between a 'uniform system' and a 'uniform policy of noncompliance,' and Plaintiffs have conflated the two. Every employer with more than a handful of employees uses a timekeeping system of some kind. The existence of a uniform timekeeping system does not, standing alone, establish a uniform practice of denying breaks. The question is what happened on the ground — and that question is individualized."
Question 6: "What is your response to Plaintiffs' attack on Dr. Makhija's methodology — specifically, the argument that he surveyed supervisors rather than employees?"
Proposed Answer:
"Your Honor, Dr. Makhija's analysis does not depend solely on the supervisor survey component, and Plaintiffs' characterization of his methodology is incomplete. Dr. Makhija's core finding — that working conditions, shift lengths, overtime frequency, and meal period timing vary significantly across AMA's 14 show units and 7 facilities — is supported by objective data drawn from the TimeTrack Pro records themselves.
Dr. Makhija analyzed over 612,000 individual shift records spanning the entire class period. His statistical analysis of those records demonstrates facility-by-facility and show-by-show variation that is both statistically significant at the 95% confidence level and practically meaningful. The self-reported missed meal period rate, for example, ranges from 2.1% on the studio-based 'Kitchen Clash' program to 18.7% on the field-based 'Summit Challenge' program — a nearly ninefold variation that is derived from the TimeTrack Pro attestation data, not from any survey.
The supervisor survey component of Dr. Makhija's analysis supplemented the quantitative data by providing qualitative context about how break scheduling decisions are actually made in practice at each show unit — for example, whether a formal 'meal call' system is used, or whether employees are expected to take breaks during natural production pauses. This qualitative context helps explain the variation observed in the quantitative data, but it is not the foundation of that variation.
Even if the Court were to discount the supervisor survey component entirely, the objective data analysis independently supports the conclusion that individualized inquiry predominates. The quantitative data alone demonstrates that the putative class is not homogeneous and that a single class-wide determination of liability is not feasible."
Question 7: "Are you willing to mediate?"
Proposed Answer:
"Yes, Your Honor. Aurelius Media Americas is prepared to participate in mediation with a neutral mediator promptly following the Court's certification order, regardless of the outcome of this hearing. We have already identified the Honorable Patricia Okoro, retired from this Court, now with Westpark Dispute Resolution Inc., as a mediator. Plaintiffs' counsel has indicated agreement with that selection. AMA approaches mediation in good faith and with genuine interest in resolving this matter fairly and efficiently for all parties. We are committed to engaging substantively in the mediation process."
Question 8: "If I certify the meal period claim, should I also certify the wage statement and UCL claims as derivative?"
Proposed Answer:
"Your Honor, if the Court certifies the meal period claim, we acknowledge that the wage statement claim under Labor Code section 226 and the UCL claim under Business and Professions Code section 17200 are derivative claims that would logically follow. Both claims are predicated on the alleged meal period violation, and if the meal period claim is susceptible to class-wide resolution, the derivative claims necessarily are as well.
However, we would urge the Court to make clear in its certification order that the derivative claims are limited to the same scope as the certified meal period claim. Specifically, if the Court limits certification to the first meal period claim — which we have urged — the derivative claims should be similarly limited to inaccuracies in wage statements arising from first meal period violations and to unfair business practices arising from first meal period violations. The derivative claims should not serve as a vehicle for expanding the scope of class treatment beyond what the Court has determined is appropriate for the underlying substantive claim.
We also ask the Court to note expressly in its order that the PAGA claims are not class claims and proceed under separate procedural authority. The PAGA representative action is governed by Labor Code sections 2698 through 2699.6 and is not subject to the requirements of class certification under Code of Civil Procedure section 382. The two actions should not be conflated."
IX. LOGISTICS AND PROCEDURAL NOTES
Attending for AMA:
Exhibits:
The Compendium of Exhibits to Opposition (Document 87) will be tabbed and available for the Court's reference. Key exhibits are flagged as follows:
Time Allocation:
We anticipate that the Court will provide 20 to 25 minutes for AMA's argument, consistent with the Court's typical practice for extended time in certification hearings. Plaintiffs, as the moving party, will argue first. We anticipate Plaintiffs' argument will be led by Jonathan Park of Dralvecen, Lee & Nakamura LLP.
Reply/Rebuttal:
AMA respectfully requests the opportunity for 3 to 5 minutes of rebuttal after Plaintiffs' response, if the Court permits. The rebuttal will be limited to points raised in Plaintiffs' responsive argument and will not introduce new substantive arguments.
CONFIDENTIAL — ATTORNEY WORK PRODUCT Prepared by Devon Archer, Calderwood & Harkness LLP Reviewed by Renata Vasquez, Calderwood & Harkness LLP C&H Matter No. 1017-00004 July 25, 2023
Date of Hearing: | July 28, 2023, 8:30 a.m., Dept. 34
Court: | Superior Court of the State of California, County of Los Angeles — Central District
Case: | Fuentes, Halloran, and Padilla v. Aurelius Media Americas Inc., Lead Case No. 22STCV38214 (Consolidated with 22STCV39501)
Judge: | Hon. Raymond Escobedo
Prepared by: | Devon Archer
Reviewed by: | Renata Vasquez
Date of Preparation: | July 25, 2023
C&H Matter No.: | 1017-00004
Appearing for Defendant: | Renata Vasquez (Partner), Calderwood & Harkness LLP, 777 South Flower Street, Suite 4200, Los Angeles, CA 90017
Facility | Address | Attestation Feature Status
Facility 2 | 4024 Penmark Strategy Partners Avenue, Studio City, CA 91604 | Not activated until December 2022
Facility 4 | 3800 W. Alameda Avenue, Burbank, CA 91505 | Not activated until December 2022
Facility 7 | 888 N. Sepulveda Boulevard, El Segundo, CA 90245 | Not activated until December 2022
Marisol Fuentes | Derek Halloran | Yesenia Padilla
Title | Production Coordinator | Post-Production Assistant | Segment Coordinator
Division | Unscripted Programming | Digital Content | Live Events
Facility | Facility 2, Studio City | Facility 5, Hollywood | Facility 4, Burbank
Attestation Feature | NOT activated | Activated | NOT activated
Employment Dates | Mar. 14, 2019 – Aug. 5, 2022 | Jun. 1, 2020 – Nov. 30, 2022 | Jan. 10, 2018 – May 17, 2022
Hourly Rate | $28.50/hr | $24.75/hr | $31.00/hr
Arguing: | Renata Vasquez, Partner, Calderwood & Harkness LLP
At counsel table: | Devon Archer, Associate, Calderwood & Harkness LLP (for reference and exhibit management)
Client representative: | Gregory Tanaka, VP Legal & Compliance, Aurelius Media Americas Inc. (seated in gallery or at counsel table if permitted by the Court)
Tab | Description | Relevance
Tab 4 | Dr. Makhija's data tables showing facility-by-facility variation | Predominance — demonstrates variability across show units and facilities
Tab 7 | TimeTrack Pro Missed Meal Attestation usage rates by facility (from Karen Fong declaration) | Attestation feature — demonstrates 2-4% usage rate at active facilities
Tab 12 | Deposition excerpts — Halloran testimony re awareness of attestation feature | Typicality — undermines class narrative; shows attestation feature was known
Tab 15 | Deposition excerpts — Okafor testimony re attestation feature "oversight" | Attestation feature — demonstrates deactivation was administrative error, not policy

CALDERWOOD & HARKNESS LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017

I. OPENING STATEMENT

IV. REST PERIOD AND OFF-THE-CLOCK CLAIMS

V. TYPICALITY AND ADEQUACY

VI. SUPERIORITY

VII. CLOSING

VIII. ANTICIPATED QUESTIONS FROM THE COURT AND PROPOSED ANSWERS

IX. LOGISTICS AND PROCEDURAL NOTES

Record

Parties

Dates

Amounts