CALDERWOOD & HARKNESS LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017
CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED This memorandum is protected by the attorney-client privilege and the work product doctrine. It contains the mental impressions, conclusions, opinions, and legal theories of attorneys. It is intended solely for the use of the client and should not be disclosed to any third party without the express written consent of Calderwood & Harkness LLP.
MEMORANDUM
TO: Renata Vasquez, General Counsel, Aurelius Media Americas Inc.
FROM: Devon Archer, Partner, Calderwood & Harkness LLP
DATE: May 8, 2023
RE: Deposition Preparation — Gavin Aldrich (May 22, 2023)
Matter No.: 1017-00004
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I. Overview and Context
This memorandum sets forth the deposition preparation strategy for the examination of Gavin Aldrich, noticed for May 22, 2023. The deposition is being taken in connection with the cross-claims filed by Aurelius Media Americas Inc. ("AMA") against Aldrich, as well as AMA's defense against Aldrich's affirmative claims for wrongful termination, breach of contract, and related causes of action. The case is Aldrich v. Aurelius Media Americas Inc., Case No. 22STCV41087, pending before the Honorable Catherine Villanueva in Department 52 of the Los Angeles County Superior Court. AMA's cross-complaint was filed on January 20, 2023, and alleges claims for breach of contract (Employment Agreement § 9.4), misappropriation of trade secrets under the California Uniform Trade Secrets Act ("CUTSA"), breach of fiduciary duty, and conversion.
Gavin Aldrich served as Senior Vice President of Original Content and Executive Producer at AMA from September 5, 2017, through his termination on October 14, 2022. During his tenure, Aldrich held a position of substantial authority and trust within the organization. He reported directly to Jonathan Mercer, President of AMA, and was responsible for overseeing the development, production, and creative direction of AMA's unscripted and reality television programming. His direct reports included, among others, Dwayne Prescott, who managed day-to-day operations of the unscripted content division.
At the time of termination, Aldrich's compensation was as follows:
• Base salary: $485,000 per year
• Last annual bonus (FY 2021): $225,000
• Total equity grant: 42,500 Aurelius Global Media Group ("AGMG") Restricted Stock Units ("RSUs")
• RSUs unvested at termination: 15,300
Aldrich was terminated "for cause" pursuant to Section 7.2(b) of his Employment Agreement, dated September 5, 2017, as amended by the First Amendment dated August 1, 2020 (collectively, the "Employment Agreement"). The stated grounds for the "for cause" determination were twofold: (i) unauthorized transmission of confidential information to Aldrich's personal email account and to Halcyon Creek Productions LLC, a third-party entity in the unscripted television production space, in violation of Section 9.4 of the Employment Agreement and AMA's Acceptable Use and Confidentiality Policy; and (ii) insubordination, specifically Aldrich's refusal to comply with Jonathan Mercer's restructuring directive issued in early October 2022, which required the consolidation of two show units and a reduction in headcount of approximately fifteen percent.
Aldrich is represented by Cameron Whitfield (principal) and Julia Nazarian (associate) of Whitfield & Associates, located at 9465 Wilshire Boulevard, Suite 320, Beverly Hills, California 90212. Whitfield is a seasoned employment litigation attorney with a well-known practice representing senior entertainment executives in wrongful termination matters. We should expect competent and aggressive representation at the deposition, including frequent objections and potential instruction not to answer on the Halcyon Creek transmissions if Whitfield perceives exposure on the cross-claims.
The deposition has been noticed for May 22, 2023, at the offices of Calderwood & Harkness LLP, 777 South Flower Street, Suite 4200, Los Angeles, California 90017, commencing at 9:30 a.m. Pacific Standard Time. The deposition will be taken before a certified shorthand reporter and, as recommended herein, should be video-recorded to preserve a record of Aldrich's demeanor and credibility for potential use at trial.
It should be noted that class counsel — Marco Castellano and Diane Salas of Castellano Byrne & Salas LLP — may attend the deposition by agreement of the parties. This attendance has been agreed to because Aldrich's testimony may bear on issues relevant to the Fuentes v. Aurelius Media Americas Inc. class action, which involves wage-and-hour claims arising from production scheduling and meal and rest break practices. Castellano's office has confirmed that either Castellano himself or his associate, Trevor Kim, may appear at the deposition. While their participation is limited, we must remain alert to testimony by Aldrich that could be damaging to AMA's position in the class action, as discussed in greater detail in Section VI below.
II. Deposition Objectives
The deposition of Gavin Aldrich serves multiple strategic purposes across both AMA's defensive posture against Aldrich's claims and AMA's affirmative cross-claims. Below are the five primary objectives that should guide the examination. Each objective is described in detail, together with the key factual predicates, anticipated testimony, and strategic considerations that inform our approach.
A. Lock In Aldrich's Explanation for the Halcyon Creek Transmissions
This is the single most important objective of the deposition. The Halcyon Creek transmissions lie at the core of AMA's cross-claims for breach of Employment Agreement Section 9.4, misappropriation of trade secrets under CUTSA, breach of fiduciary duty, and conversion. If we can lock Aldrich into a specific narrative about the purpose and circumstances of the transmissions, we will be positioned to contradict that narrative through the documentary record and third-party testimony at trial.
Based on Aldrich's responses to AMA's First Set of Special Interrogatories, we expect Aldrich to testify that the transmissions to Halcyon Creek Productions LLC (specifically to the email address info@halcyoncreekprod.com) were made in furtherance of a "potential co-production opportunity" that Aldrich was exploring on behalf of AMA. This explanation was previewed in Interrogatory Response No. 14, in which Aldrich stated that he "transmitted certain materials to Halcyon Creek Productions for the purpose of evaluating a potential co-production arrangement that would have benefited AMA's development slate." This characterization is, we believe, pretextual and unsupported by any contemporaneous documentary evidence.
It is critical that we probe this explanation with specificity and precision during the deposition. The following areas of inquiry should be explored in depth:
(a) Authorization. Who at AMA authorized the co-production discussions with Halcyon Creek? Did Aldrich obtain approval from Jonathan Mercer, as President? Did he consult with AMA's Business Affairs department? Did he inform Dwayne Prescott, his direct report who managed the unscripted division? If no one at AMA was aware of the discussions, Aldrich's claim that he was acting "on behalf of AMA" is unsupported.
(b) Terms. What were the proposed terms of the co-production arrangement? What was AMA's proposed role? What was Halcyon Creek's proposed role? What was the proposed allocation of development costs, production expenses, and revenue? What intellectual property was each party to contribute? Were any deal terms ever reduced to writing?
(c) Documentation. Why was no co-production agreement, proposal, term sheet, memorandum of understanding, or even a preliminary internal memo prepared? Why is there no email chain between Aldrich and anyone at AMA discussing the proposed co-production deal? Why is there no email chain between Aldrich and Nina Castellanos (principal of Halcyon Creek) discussing the terms of a co-production arrangement? The complete absence of any documentation supporting the "co-production" narrative is, by itself, powerful evidence that no such arrangement was being considered in good faith.
(d) Business Affairs involvement. Why was AMA's Business Affairs department not involved in evaluating the proposed co-production? It is standard practice within AMA — and within the entertainment industry generally — for any co-production arrangement with an outside entity to be vetted by business affairs and legal counsel before proprietary materials are shared. Aldrich, as a senior executive with over five years at AMA, was aware of this practice.
(e) Disposition of materials. What did Halcyon Creek do with the transmitted materials? Were the show format bibles, sizzle reels, and revenue model returned? Were they deleted? Were they shared with any third parties? Were they used by Halcyon Creek in developing competing programming?
(f) Correspondence with Castellanos. Was there any written correspondence between Aldrich and Nina Castellanos discussing a co-production deal? Were there any text messages, voicemails, or other communications about the arrangement? If so, have those communications been produced in discovery?
The factual basis for the Halcyon Creek transmissions is well-documented. AMA's IT forensic review, conducted following the DLP (data loss prevention) audit initiated in August 2022, identified seven (7) emails sent from Aldrich's AMA email account (galdrich@aureliusmedia.com) to the Halcyon Creek general email address (info@halcyoncreekprod.com) between March 3, 2022, and August 18, 2022. These emails contained the following proprietary AMA materials:
• Three (3) unscripted show format bibles: Apex Endurance, The Remix, and Untamed West. These format bibles are comprehensive development documents containing the creative concept, format structure, episode breakdown, target demographics, competitive analysis, and preliminary budget projections for each program. Each bible was watermarked "CONFIDENTIAL — AURELIUS MEDIA AMERICAS INC."
• Two (2) pilot sizzle reels: Apex Endurance and The Remix. These sizzle reels were not transmitted as direct email attachments but rather as Larkspur Technologies links generated from Aldrich's personal Larkspur Technologies account. This method of transmission is significant because it demonstrates that Aldrich first transferred the sizzle reels from AMA's internal systems to his personal Larkspur Technologies storage and then generated shareable links for transmission to Halcyon Creek.
• One (1) detailed revenue model for Summit Challenge, AMA's top-performing unscripted franchise, which generates approximately $42 million in annual revenue. The revenue model contains line-item financial projections including advertising revenue, licensing fees, international distribution revenue, digital platform revenue, and merchandise royalties, broken down by quarter and by territory.
In addition to the seven Halcyon Creek emails, AMA's forensic review identified three hundred and forty (340) emails forwarded from Aldrich's AMA account to his personal Northgate Software account (galdrich.private@Northgate Software.com) over the period of approximately fourteen months, from July 12, 2021, through September 29, 2022. These forwarded emails contained a wide range of proprietary AMA materials, including show concepts, audience analytics, revenue projections, and talent deal terms.
A critical discovery issue bears directly on this objective: Aldrich has produced only three (3) of the seven (7) Halcyon Creek emails in his discovery responses. AMA's Motion to Compel, filed April 14, 2023, addresses this deficiency (among others) with respect to Requests for Production Nos. 8, 11, 12, 13, and 14. The motion is currently pending before Judge Villanueva. If the motion is granted before the deposition, the additional emails may become available for use as exhibits. If not, we will use the four additional emails identified from AMA's own forensic review of AMA's email server, which captured the outbound transmissions.
The overarching goal of this line of questioning is to pin Aldrich to a specific, detailed narrative regarding the Halcyon Creek transmissions — a narrative that can be contradicted by the documentary record, the absence of any contemporaneous AMA authorization, and the testimony of Jonathan Mercer and Dwayne Prescott, both of whom have declared under oath that they had no knowledge of any co-production discussions with Halcyon Creek.
B. Establish the Elements of AMA's CUTSA Claim
AMA's trade secret misappropriation claim under CUTSA requires proof that (1) AMA possessed information qualifying as a "trade secret" under California Civil Code Section 3426.1(d), (2) Aldrich misappropriated that information, and (3) AMA suffered damages as a result. To establish the first element through Aldrich's own testimony, we must confirm that the transmitted materials derive independent economic value, actual or potential, from not being generally known to the public or to other persons who could obtain economic value from their disclosure or use, and that AMA subjected the information to efforts that were reasonable under the circumstances to maintain its secrecy.
The deposition should be used to elicit the following key admissions from Aldrich, each of which bears on one or both prongs of the trade secret definition:
(a) Proprietary nature. The show format bibles for Apex Endurance, The Remix, and Untamed West, the pilot sizzle reels for Apex Endurance and The Remix, and the Summit Challenge revenue model are all proprietary AMA documents. They were created by AMA employees, using AMA resources, on AMA time, as part of AMA's content development operations.
(b) Controlled access. These materials were stored on AMA's secure internal content management system ("CMS"), which required individual login credentials. Access to the CMS was limited to authorized AMA personnel on a need-to-know basis. Not all AMA employees had access to all materials on the CMS; access levels were determined by role and seniority.
(c) Confidentiality markings. The materials were watermarked "CONFIDENTIAL — AURELIUS MEDIA AMERICAS INC." This watermark appeared on the cover and each page of the format bibles and on the revenue model. The sizzle reels contained a similar confidentiality notice at the beginning and end of each video file.
(d) Aldrich's awareness. Aldrich was aware of the confidentiality designation on the materials. As SVP of Original Content, he was responsible for overseeing the creation of these materials and would have reviewed and approved them before they were finalized and stored on the CMS.
(e) Policy acknowledgment. Aldrich signed the Acceptable Use and Confidentiality Policy acknowledgment on April 12, 2021. That policy explicitly prohibited the transmission, forwarding, or copying of Company proprietary information, trade secrets, or confidential data to personal email accounts, personal cloud storage, or non-Company-approved third-party recipients.
(f) No authorization. No authorization existed for the external transmission of these materials to personal accounts or to third parties. Under AMA's established procedures, the external transmission of development materials required prior written approval from the President (Jonathan Mercer) or the Vice President of Business Affairs. This requirement has been confirmed in the declaration of Dwayne Prescott, filed January 18, 2023.
(g) Halcyon Creek as competitor. Halcyon Creek Productions LLC is a competitor in the unscripted and reality television production space. It was incorporated in California on February 14, 2022, with Nina Castellanos as its agent and principal. Castellanos is a former AMA Director of Development who left AMA in January 2022 — one month before Halcyon Creek was formed. Halcyon Creek's stated business purpose includes the development, production, and distribution of unscripted television content, which places it squarely within the competitive landscape in which AMA operates.
If we can establish these facts through Aldrich's testimony, we will have a strong foundation for the CUTSA claim. Aldrich's anticipated defenses — that the materials were not truly confidential, that sharing was routine in the industry, or that he was authorized to transmit them — will be contradicted by the signed policy acknowledgment, the watermarked documents, the controlled-access CMS, and the absence of any written authorization.
C. Undermine Aldrich's "For Cause" Challenge
Aldrich contests the "for cause" characterization of his termination and claims entitlement to the full separation benefits provided under the Employment Agreement's "without cause" termination provisions. The aggregate value of these benefits, as calculated by Aldrich, is substantial:
• Severance: $970,000 (24 months' base salary at $485,000 per year)
• Pro-rata bonus (FY 2022): $168,750 ($225,000 annual bonus × 9.5/12 months)
• COBRA subsidy: approximately $50,400 (24 months of premium subsidization)
• Accelerated vesting of RSUs: approximately $332,200 (15,300 unvested RSUs × approximately $21.71 per share at the time of termination)
Aldrich's central argument is that the termination was pretextual — that AMA invoked the "for cause" provisions of the Employment Agreement to avoid paying severance and acceleration benefits after Aldrich objected to Mercer's restructuring directive. In support of this argument, Aldrich will point to the timeline: the DLP audit findings regarding the email transmissions were available to AMA no later than early October 2022, but AMA did not act on those findings until after the October 10, 2022, confrontation between Aldrich and Mercer regarding the restructuring. Aldrich will argue that AMA retroactively used the DLP audit results to manufacture a "for cause" basis for a termination that was actually motivated by the insubordination dispute.
Our internal assessment, set forth in the For Cause Termination Analysis Memorandum dated January 6, 2023, evaluated the strength of each stated ground for "for cause" termination:
• Ground 1 — Confidential information transmission (§ 7.2(b)(i) and (vi)): Rated as "Strong." The factual record is clear: Aldrich transmitted proprietary materials to his personal email and to a competitor without authorization, in violation of his contractual confidentiality obligations and AMA's Acceptable Use and Confidentiality Policy. The policy violations are well-documented and independently sufficient to support a "for cause" determination.
• Ground 2 — Insubordination (§ 7.2(b)(iv)): Rated as "Weak." Section 7.2(b)(iv) requires that the employee be given a cure period of fifteen (15) business days following written notice of the alleged breach before termination may be effectuated on insubordination grounds. AMA provided Aldrich with only three (3) calendar days between the written warning (October 11, 2022) and the termination (October 14, 2022). This cure-period deficiency is a significant vulnerability and is likely to be a central focus of Aldrich's case.
Deposition strategy: The examination should focus overwhelmingly on establishing the factual basis for Ground 1 — the policy violations and confidentiality breach. We should avoid dwelling on the insubordination ground and should not provide Aldrich with an opportunity to expound on the cure-period issue. If Aldrich or his counsel raises the cure period, we should acknowledge it briefly and redirect to the substance of the policy violations. Every minute spent discussing the insubordination ground is a minute that strengthens Aldrich's pretext narrative and weakens our position.
The key questions to establish Ground 1 are straightforward and should be asked in a direct, factual manner:
• Did Aldrich forward AMA proprietary materials to his personal email account?
• Did he transmit AMA proprietary materials to Halcyon Creek Productions LLC?
• Did he know that these actions violated Section 9.4 of his Employment Agreement?
• Did he know that these actions violated AMA's Acceptable Use and Confidentiality Policy?
• Did anyone at AMA authorize these transmissions?
Aldrich's anticipated defense on Ground 1 is that the email forwarding to his personal Northgate Software was for "convenience" because he worked from home and needed access to AMA materials on personal devices. This justification should be probed aggressively. AMA provided VPN and remote access capabilities to all employees, including senior executives. Aldrich had access to AMA's CMS and email through the company-provided VPN. There was no operational necessity for forwarding materials to a personal email account. Moreover, even if some degree of personal-email use might be understandable for routine scheduling or calendar matters, it does not justify forwarding proprietary show concepts, revenue models, and talent deal terms — the kind of materials that constitute the lifeblood of AMA's competitive position in the unscripted television market.
Additionally, the question of whether "everyone forwards emails to personal accounts" (as Aldrich is expected to claim) should be addressed. We should ask Aldrich to identify specific AMA executives who, to his knowledge, used personal email to transmit the types of materials at issue — format bibles, revenue models, talent deal terms. We expect he will be unable to identify any.
The timeline issue is significant and must be managed carefully. The relevant chronology is as follows:
• August 2022: DLP audit initiated as a routine, calendar-driven security audit.
• September 6, 2022: Preliminary DLP findings reported to Gregory Tanaka (AMA's General Counsel at the time) by AMA's IT security team.
• October 3, 2022: Detailed forensic review of Aldrich's email activity completed.
• October 10, 2022: Aldrich sends the refusal email to Mercer regarding the restructuring directive.
• October 11, 2022: Aldrich forwards the email chain to subordinates; Mercer issues a formal written warning.
• October 13, 2022: Mercer testifies (at his deposition, noticed for May 23, 2023, but based on prior representations and declaration testimony) that he reviewed the DLP findings in detail for the first time.
• October 14, 2022: Aldrich is terminated "for cause."
The three-day gap between Mercer's review of the DLP findings (October 13) and the termination (October 14) — and the fact that this review occurred after the insubordination incident — is the strongest fact supporting Aldrich's pretext theory. Mercer testified in his declaration and is expected to testify at his deposition that he did not review the DLP findings in detail until October 13, 2022, three days after the insubordination. This timeline supports the inference that AMA did not consider the DLP findings serious enough to warrant termination until after the dispute with Mercer, at which point the DLP findings became a convenient basis for a "for cause" termination.
Our response to this argument is that the DLP audit preceded the dispute with Mercer; the delay between the audit's initiation (August 2022) and the termination decision (October 14, 2022) was attributable to the time needed to complete the forensic review and consult with counsel; and the termination was based on the "totality of the circumstances," as stated in Mercer's declaration. While this response is not perfect, it is defensible.
At the Aldrich deposition, we should not re-litigate Mercer's timeline. Instead, we should focus exclusively on the substance of the policy violations — the what, not the when. If we can establish through Aldrich's own testimony that he knowingly transmitted proprietary, confidential, watermarked AMA materials to his personal email and to a competitor without authorization, the "for cause" determination is justified regardless of when AMA's leadership first became aware of the conduct.
D. Probe Restrictive Covenant Compliance Since Termination
The Employment Agreement contains four restrictive covenant provisions in Section 9, each of which imposes distinct post-termination obligations on Aldrich:
Section 9.1 — Non-Competition (18 months). This provision prohibits Aldrich from working for any "Competing Enterprise," defined as an entity deriving twenty-five percent (25%) or more of its revenue from the production, licensing, or distribution of unscripted or reality television content in North America. As we have discussed, this provision is almost certainly void and unenforceable under California Business and Professions Code Section 16600, which broadly prohibits contractual restraints on an individual's right to engage in a lawful profession, trade, or business. AMA has effectively conceded this point in the Amended Cross-Complaint filed April 5, 2023, which does not seek injunctive relief based on Section 9.1. Nevertheless, Aldrich's post-termination employment is relevant context for the damages analysis and for assessing mitigation of damages.
Section 9.2 — Non-Solicitation of Employees (24 months). This provision prohibits Aldrich from soliciting, recruiting, or inducing any AMA employee with whom Aldrich worked within the twelve (12) months preceding his termination to leave AMA's employ. The enforceability of employee non-solicitation provisions under California law remains subject to some debate following the California Supreme Court's decision in Edwards v. Kraft Quill CPAs LLP, 44 Cal. 4th 937 (2008), and its progeny. However, the weight of authority in the lower courts has trended toward treating employee non-solicitation provisions as restraints on trade subject to Section 16600. We should nonetheless probe Aldrich's conduct in this area, as any solicitation of AMA employees would be relevant to the equitable considerations underlying AMA's cross-claims and would provide significant settlement leverage.
Section 9.3 — Non-Solicitation of Business Relationships (24 months). This provision prohibits Aldrich from soliciting or diverting any AMA network, platform, or advertiser client with whom Aldrich had "material contact" during the twenty-four (24) months preceding his termination. Similar enforceability concerns apply, but the factual inquiry is valuable regardless of the provision's enforceability.
Section 9.4 — Confidentiality (indefinite). This provision imposes a perpetual obligation on Aldrich to maintain the confidentiality of AMA's proprietary content, show formats, revenue data, talent agreements, and other confidential information. This is the provision at the heart of AMA's cross-claims and is unquestionably enforceable.
At the deposition, we should pose the following questions regarding Aldrich's post-termination conduct:
• Has Aldrich obtained new employment since his termination on October 14, 2022? If so, with what entity, in what capacity, at what compensation level, and commencing on what date?
• Is the new employer a "Competing Enterprise" as defined in Section 9.1 of the Employment Agreement?
• Has Aldrich solicited, recruited, or induced any AMA employees to leave AMA's employ since his termination?
• Has Aldrich solicited or contacted any AMA network, platform, or advertiser clients since his termination?
• Has Aldrich used or disclosed any AMA confidential information since his termination?
• Has Aldrich returned or deleted all AMA proprietary materials from his personal email accounts, personal cloud storage (including the Larkspur Technologies account used to transmit the sizzle reels), and personal devices?
If Aldrich has violated Sections 9.2 or 9.3, this strengthens AMA's cross-claims and provides additional settlement leverage. Even if the provisions are ultimately held unenforceable under California law, evidence that Aldrich solicited AMA's employees or clients while possessing AMA's trade secrets paints a picture of systematic misappropriation and disloyalty that will resonate with the trier of fact.
If Aldrich has taken employment with a competitor (even though Section 9.1 is likely void), this is relevant to the damages analysis. Specifically, any income Aldrich has earned since termination is relevant to AMA's defense that Aldrich has failed to mitigate his damages. Additionally, if Aldrich's new employer has benefited from the AMA materials that Aldrich transmitted to Halcyon Creek or retained on his personal accounts, this may support a theory of ongoing misappropriation.
As noted above, the Employment Agreement contains a New York choice-of-law clause in Section 14.3. However, per our choice-of-law analysis memorandum dated December 22, 2022, a California court will almost certainly apply California law to the restrictive covenant provisions, given that Aldrich was employed and performed his services in California, the restrictive covenants directly implicate California's strong public policy in favor of employee mobility (codified in Section 16600), and California courts have consistently declined to enforce contractual choice-of-law provisions that would result in the application of another state's law to circumvent Section 16600. See, e.g., Application Group, Inc. v. Hunter Group, Inc., 61 Cal. App. 4th 881, 900-02 (1998). Section 9.1 is therefore void under California law regardless of the New York choice-of-law clause.
E. Assess Damages
The deposition presents an important opportunity to probe the components and basis of Aldrich's aggregate damages demand, which currently stands at $4,150,000. This figure is composed of the following elements:
The following areas should be probed during the damages segment of the deposition:
Current employment status and income since termination. This is relevant to AMA's mitigation-of-damages defense. If Aldrich has obtained employment at a comparable compensation level, his claimed lost future compensation of $1.2 million over a two-year horizon is significantly undermined. Even if he has obtained employment at a lower compensation level, the differential rather than the full amount would represent the proper measure of damages.
Efforts to find comparable employment. If Aldrich has not made reasonable efforts to seek comparable employment in the unscripted television industry, AMA may assert a failure-to-mitigate defense. We should ask about specific job applications, interviews, and opportunities explored since October 2022.
Basis for the emotional distress claim ($500,000). This inquiry must be handled with care, as discussed in Section VI below. The questions should be narrow and clinical: Has Aldrich sought medical treatment in connection with the alleged emotional distress? Has he seen a counselor, therapist, or psychiatrist? Has he been prescribed any medication? Has he been diagnosed with any specific condition (e.g., anxiety disorder, depression, adjustment disorder)? We should not invite extended narrative testimony about personal suffering or family impact, as such testimony could generate sympathy and create a compelling record for trial.
Basis for the expense reimbursement claim ($28,400). Aldrich's complaint includes a claim under California Labor Code Section 2802 for unreimbursed business expenses totaling $28,400. We should inquire about the nature of the expenses (travel, client entertainment, personal cell phone use for business purposes, etc.), the dates on which the expenses were incurred, whether the expenses were submitted through AMA's standard reimbursement process, whether AMA denied reimbursement, and if so, on what basis. This claim is relatively small in the context of the overall dispute but should be addressed to avoid surprises at trial.
Basis for the lost future compensation claim ($1,200,000). This is one of the largest components of Aldrich's demand. We should probe the factual basis: What comparable roles has Aldrich explored? What compensation level does he believe he would have earned at AMA going forward? Is the two-year horizon based on the remaining term of the Employment Agreement, or on some other assumption? What is the basis for the specific dollar figure?
Finally, we should use the deposition to confirm the components and aggregate amount of Aldrich's damages demand. Having Aldrich testify under oath to each element of his claimed damages will allow us to hold him to these figures throughout the remainder of the litigation and at trial.
III. Key Topic Areas and Anticipated Answers
The following table summarizes the key topic areas for the deposition, the testimony we anticipate from Aldrich on each topic, and the follow-up lines of questioning that should be pursued. This table is intended as a quick-reference guide for the examining attorney during the deposition.
IV. Documents to Use at Deposition
The following documents should be prepared as pre-numbered exhibits for use at the deposition. Nadia Petrov will prepare two complete exhibit binders — one for the witness (Aldrich) and one for the official record. Each exhibit should be tabbed and pre-marked with the corresponding exhibit number.
Exhibit 1. Employment Agreement between Aurelius Media Americas Inc. and Gavin Aldrich, dated September 5, 2017. Key provisions for the deposition include Section 7.2(b) (definition of "Cause" and enumeration of the specific grounds for "for cause" termination, including subclauses (i), (iv), and (vi)); Sections 9.1 through 9.4 (restrictive covenant provisions, including non-competition, employee non-solicitation, business relationship non-solicitation, and confidentiality); and Section 14.3 (governing law — New York choice-of-law clause).
Exhibit 2. First Amendment to the Employment Agreement between Aurelius Media Americas Inc. and Gavin Aldrich, dated August 1, 2020. This amendment, among other things, increased Aldrich's base salary, adjusted his equity grant, and modified certain provisions of the Employment Agreement. Aldrich was represented by independent counsel during the negotiation of this amendment, which bears on his understanding and acceptance of the contractual terms.
Exhibit 3. AMA Acceptable Use and Confidentiality Policy, last revised March 2021. The critical provision for the deposition is the prohibition on "transmitting, forwarding, or copying Company proprietary information, trade secrets, or confidential data to personal email accounts, personal cloud storage, or non-Company-approved third-party recipients." The policy further specifies that any external transmission of development materials requires prior written approval from the President or the Vice President of Business Affairs.
Exhibit 4. Aldrich's signed acknowledgment of the Acceptable Use and Confidentiality Policy, executed April 12, 2021. This one-page document bears Aldrich's signature and confirms that he received, read, and understood the policy and agreed to comply with its terms.
Exhibit 5. DLP audit findings — email transmission logs showing the 340 emails forwarded from Aldrich's AMA email account (galdrich@aureliusmedia.com) to his personal Northgate Software account (galdrich.private@Northgate Software.com) over the period of July 12, 2021, through September 29, 2022. The logs should be organized chronologically and should include the date, time, sender, recipient, subject line, and attachment information for each email.
Exhibit 6. The seven (7) emails from Aldrich's AMA account (galdrich@aureliusmedia.com) to the Halcyon Creek Productions LLC email address (info@halcyoncreekprod.com), sent between March 3, 2022, and August 18, 2022. This exhibit will include the three (3) emails produced by Aldrich in his discovery responses, as well as the four (4) additional emails identified from AMA's forensic review of its own email server. The four additional emails should be clearly identified as having been obtained from AMA's records.
Exhibit 7. Selected representative samples from the 340 forwarded emails. These should be chosen to illustrate the most sensitive categories of content forwarded to Aldrich's personal email, including emails containing revenue projections, talent deal terms (including specific compensation figures for on-camera talent), proprietary show concept treatments, and audience analytics data. We recommend selecting six to eight representative emails that span the full date range of the forwarding activity.
Exhibit 8. Show format bibles for Apex Endurance, The Remix, and Untamed West. These are the three format bibles transmitted to Halcyon Creek via the emails identified in Exhibit 6. Each bible should be presented with the "CONFIDENTIAL — AURELIUS MEDIA AMERICAS INC." watermark clearly visible.
Exhibit 9. Summit Challenge revenue model. This is the detailed line-item financial projection for AMA's top-performing unscripted franchise, showing approximately $42 million in annual revenue across multiple revenue streams. This document was transmitted to Halcyon Creek and represents one of AMA's most commercially sensitive documents.
Exhibit 10. Two pilot sizzle reels for Apex Endurance and The Remix. These were transmitted to Halcyon Creek via Larkspur Technologies links generated from Aldrich's personal Larkspur Technologies account. For purposes of the deposition, we should prepare screen captures of the Larkspur Technologies sharing activity (showing the link generation, the sharing timestamp, and the recipient email address) as well as the actual video files on a laptop for playback if needed.
Exhibit 11. Jonathan Mercer's restructuring directive — the October 2022 email chain in which Mercer instructed Aldrich to consolidate two show units and reduce headcount by approximately fifteen percent (15%). This email establishes the context for the insubordination dispute.
Exhibit 12. Aldrich's refusal email to Mercer, dated October 10, 2022. This is the email in which Aldrich characterized Mercer's restructuring plan as "creatively bankrupt and commercially idiotic." The language and tone of this email are relevant to the insubordination analysis and to Aldrich's credibility more broadly.
Exhibit 13. Aldrich's email to subordinates, dated October 11, 2022 (the same day Mercer issued his formal written warning). In this email, Aldrich forwarded the restructuring email chain to three show-runners and two division heads with the comment: "For your awareness — the London suits are gutting our operation." This email is relevant to both the insubordination ground and Aldrich's credibility regarding his claim that he was engaged in protected activity.
Exhibit 14. Mercer's formal written warning to Aldrich, dated October 11, 2022. This document memorializes AMA's position that Aldrich's refusal to comply with the restructuring directive constituted insubordination and warns of potential termination.
Exhibit 15. Halcyon Creek Productions LLC formation documents from the California Secretary of State. These documents show that Halcyon Creek was filed on February 14, 2022, with Nina Castellanos as the registered agent and sole organizer. The timing — one month after Castellanos departed AMA in January 2022 — is significant and should be emphasized during the examination.
Exhibit 16. Aldrich's responses to AMA's First Set of Special Interrogatories (Nos. 1-30). These sworn responses will be used to pin Aldrich to his prior statements regarding the Halcyon Creek transmissions, his relationship with Castellanos, his damages claims, and other key topics. Any inconsistency between his interrogatory responses and his deposition testimony will be exploited on cross-examination at trial.
V. Examination Sequence
The following recommended sequence of examination topics is designed to maximize the effectiveness of the deposition within the seven-hour time limit imposed by California Code of Civil Procedure Section 2025.290. The sequence is structured to build a logical narrative — beginning with background and foundational facts, moving through the confidentiality framework and the conduct at issue, and concluding with post-termination matters and damages. This ordering serves several strategic purposes: it allows us to establish Aldrich's knowledge and obligations before confronting him with the violations, it places the most critical segment (the Halcyon Creek transmissions) in the middle of the day when Aldrich is likely to be most fatigued by the accumulation of prior testimony, and it positions the damages inquiry at the end to take advantage of any admissions or inconsistencies that may have emerged earlier in the examination.
A. Background and Employment History (15-20 minutes)
The deposition should open with a brief review of Aldrich's background and employment history at AMA. This segment serves a dual purpose: it establishes the foundational facts of the employment relationship and it acclimates both Aldrich and the examining attorney to the rhythm of the deposition. The tone should be professional and neutral — not adversarial. We want Aldrich to be comfortable and forthcoming during this segment so that the transition to more confrontational topics is natural.
The following facts should be confirmed during this segment:
• Employment dates: September 5, 2017, through October 14, 2022
• Title: Senior Vice President of Original Content and Executive Producer
• Reporting structure: Aldrich reported directly to Jonathan Mercer, President of AMA
• Direct reports: Dwayne Prescott (VP, Unscripted Content Division) reported to Aldrich, along with other members of the content development team
• Scope of responsibilities: overseeing the development, production, and creative direction of AMA's unscripted and reality television programming, including management of the creative team, supervision of show development from concept through production, and liaison with network and platform partners
• Familiarity with AMA's policies and procedures, including the Acceptable Use and Confidentiality Policy
• Confirmation of signing the Employment Agreement dated September 5, 2017
• Confirmation of signing the First Amendment to the Employment Agreement dated August 1, 2020, including confirmation that Aldrich was represented by independent counsel during the negotiation of the amendment
B. Confidentiality Obligations and Policy Acknowledgment (20-25 minutes)
This segment is the critical predicate for the remainder of the examination. Before asking a single question about the email forwarding or the Halcyon Creek transmissions, we must establish through Aldrich's own testimony that he understood his confidentiality obligations and knew what conduct was prohibited. This foundation will make it significantly more difficult for Aldrich to later claim ignorance or misunderstanding.
The examination should proceed as follows:
• Walk through Section 9.4 of the Employment Agreement in detail. Ask Aldrich to read aloud the key provisions defining "Confidential Information" and the obligations imposed on him with respect to such information. Ask whether he understood these provisions when he signed the Employment Agreement. Ask whether his understanding changed at any point during his employment.
• Walk through the Acceptable Use and Confidentiality Policy. Show Aldrich his signed acknowledgment dated April 12, 2021 (Exhibit 4). Ask whether that is his signature. Ask whether he read the policy before signing the acknowledgment. Ask whether he understood the policy's prohibition on transmitting, forwarding, or copying Company proprietary information to personal email accounts, personal cloud storage, or non-Company-approved third-party recipients.
• Establish Aldrich's understanding of what constituted "Confidential Information" at AMA. Ask him to identify categories of information that he understood to be confidential. Guide him through the specific categories at issue: show format bibles, pilot sizzle reels, revenue models, audience analytics, talent deal terms. For each category, ask whether he understood it to be confidential and proprietary.
• Establish the authorization requirement. Ask Aldrich whether he understood that external transmission of development materials required prior written approval from the President (Mercer) or the Vice President of Business Affairs. If he denies knowledge of this requirement, present the relevant provision of the Acceptable Use and Confidentiality Policy and the Prescott Declaration (filed January 18, 2023), which confirms this requirement.
C. Personal Email Forwarding — The 340 Emails (30-40 minutes)
With the confidentiality framework established, the examination should turn to the first category of conduct at issue: the forwarding of 340 emails from Aldrich's AMA account to his personal Northgate Software account over a fourteen-month period.
• Present the DLP audit findings (Exhibit 5) — the email transmission logs showing the forwarding activity. Establish the fact of the forwarding: "Mr. Aldrich, I'm showing you what has been marked as Exhibit 5. This is a log of emails forwarded from your AMA email account to the email address galdrich.private@Northgate Software.com. Is that your personal email address? Do you recognize this activity?"
• Probe the "convenience" justification. Ask whether AMA provided VPN and remote access capabilities. (AMA did.) Ask whether Aldrich had access to AMA's CMS through the VPN. (He did.) Ask whether it was necessary for him to forward emails to his personal account in order to work remotely. (It was not.) Ask whether he informed anyone at AMA — his supervisor, IT, HR, Legal — that he was forwarding emails to his personal account.
• Walk through the selected representative samples (Exhibit 7). For each sample email, ask Aldrich to identify the content: "This email contains revenue projections for the third quarter of 2022. Do you consider revenue projections to be confidential information?" "This email contains the deal terms for [talent name], including their per-episode compensation. Do you consider talent deal terms to be confidential?" "This email contains a show concept treatment for [show name]. Do you consider show concept treatments to be confidential?"
• Establish that no one at AMA authorized or was aware of the forwarding activity. Ask Aldrich directly: "Did Jonathan Mercer authorize you to forward AMA emails containing proprietary information to your personal Northgate Software account?" "Did Dwayne Prescott?" "Did AMA's IT department?" "Did HR?" "Did Legal?"
D. Halcyon Creek Transmissions — The 7 Emails (40-50 minutes)
This is the most critical segment of the deposition. More time should be allocated to this topic than to any other. The examination should be thorough, methodical, and unrelenting in its demand for specificity. The goal is to force Aldrich to either provide a detailed, coherent account of the alleged "co-production opportunity" — which we believe does not exist and which will be contradicted by the documentary record — or to retreat into vagueness and evasion, which will be equally damaging to his credibility.
• Present the seven emails chronologically (Exhibit 6), beginning with the March 3, 2022, email and concluding with the August 18, 2022, email. For each email, establish the following:
• What was attached to or included in this email?
• Why was this email sent to Halcyon Creek?
• Who at AMA authorized the transmission of these materials to Halcyon Creek?
• What response, if any, did Aldrich receive from Halcyon Creek?
• Present the show format bibles (Exhibit 8) and the Summit Challenge revenue model (Exhibit 9). Have Aldrich confirm that these are AMA proprietary documents. Have him identify the "CONFIDENTIAL — AURELIUS MEDIA AMERICAS INC." watermark. Ask whether, in his experience, a document bearing this watermark could be transmitted to an outside entity without authorization.
• Probe the "co-production opportunity" explanation in granular detail:
• "Mr. Aldrich, you stated in your interrogatory responses that you transmitted certain materials to Halcyon Creek to evaluate a potential co-production arrangement. What was the proposed structure of this co-production?"
• "What would AMA's role have been in the co-production?"
• "What would Halcyon Creek's role have been?"
• "Were any specific deal terms discussed — revenue splits, production budgets, intellectual property ownership?"
• "Was a term sheet prepared?"
• "Was an internal approval memo prepared?"
• "Was any written proposal circulated within AMA?"
• "Why was AMA's Business Affairs department not involved in evaluating this proposed co-production?"
• "Why was Jonathan Mercer not informed?"
• "Why was Dwayne Prescott not informed?" (Note: Prescott has testified under oath that he had "no knowledge" of any Halcyon Creek discussions.)
• Probe Aldrich's financial interest in Halcyon Creek:
• "Mr. Aldrich, in your response to Special Interrogatory No. 17, you stated, 'Aldrich has no financial interest in Halcyon Creek Productions LLC.' Is that statement accurate?"
• "Have you ever had an ownership interest in Halcyon Creek — as a member, shareholder, partner, or otherwise?"
• "Have you ever entered into a consulting agreement with Halcyon Creek?"
• "Have you ever received any payment from Halcyon Creek — directly or through any intermediary?"
• "Has Halcyon Creek or Nina Castellanos ever offered you employment, a consulting arrangement, or any form of compensation?"
• "Have you ever discussed with Nina Castellanos the possibility of joining Halcyon Creek in any capacity?"
• Probe the relationship with Nina Castellanos:
• "How long have you known Nina Castellanos?"
• "What was your professional relationship with her at AMA?"
• "When did she leave AMA?" (January 2022.)
• "After she left AMA, how frequently were you in contact with her?"
• "By what means did you communicate — email, text, phone, in-person meetings?"
• "Did you and Ms. Castellanos discuss her plans after leaving AMA?"
• "Did you know she was forming Halcyon Creek Productions?"
• "When did you first learn about Halcyon Creek?"
• "Were you aware that Halcyon Creek was incorporated on February 14, 2022 — approximately one month after Ms. Castellanos left AMA?"
• Establish that Halcyon Creek is a competitor:
• "What is Halcyon Creek Productions' line of business?"
• "Does Halcyon Creek develop unscripted or reality television content?"
• "Does Halcyon Creek compete with AMA in any market segment?"
• "Would you characterize Halcyon Creek as a competitor of AMA?"
E. The Termination — Insubordination Context (20-25 minutes)
This segment should be handled efficiently. The purpose is to establish the factual sequence of events surrounding the insubordination dispute, not to litigate the legal sufficiency of the insubordination ground. We must resist the temptation to engage in a debate about the restructuring or about whether Aldrich's conduct constituted insubordination — our position on that issue is weak due to the cure-period deficiency, and extended questioning on this topic only benefits Aldrich.
• Establish the restructuring directive: In early October 2022, Mercer directed Aldrich to consolidate two show units and reduce headcount by approximately fifteen percent. Present Exhibit 11.
• Establish Aldrich's refusal: On October 10, 2022, Aldrich sent the email refusing to comply with the restructuring directive (Exhibit 12). Ask Aldrich to confirm the language of the email, including the characterization of Mercer's plan as "creatively bankrupt and commercially idiotic."
• Establish the email to subordinates: On October 11, 2022, Aldrich forwarded the restructuring email chain to three show-runners and two division heads, accompanied by the comment: "For your awareness — the London suits are gutting our operation" (Exhibit 13). The following questions should be posed:
• Why did you copy these individuals on the email chain?
• What did you hope to accomplish by sharing the email chain with subordinates?