SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
CENTRAL DISTRICT
STIPULATION AND [PROPOSED] ORDER FOR DISMISSAL OF ENTIRE ACTION WITH PREJUDICE
I. STIPULATION
A. Introductory Recitals
The following parties, through their respective counsel of record identified below, hereby stipulate and agree to the dismissal of this entire action with prejudice, subject to the terms and conditions set forth herein:
Plaintiff Redstone Gaming Corp. ("RGC"), a Nevada corporation, by and through its attorneys of record, Calderwood & Harkness LLP (Francesca Morano, State Bar No. 247891; Samuel Eklund, State Bar No. 261034; Carlos Espinoza, State Bar No. 274582; and Hannah Brinkley, State Bar No. 312107), 333 South Grand Avenue, Suite 4800, Los Angeles, California 90071, Telephone: (213) 555-7400, Facsimile: (213) 555-7401;
Defendant Grizzly Peak Research LLC ("GPR"), a Delaware limited liability company, by and through its attorneys of record, Caldwell, Tseng & Barrow LLP (Raymond Caldwell, State Bar No. 189204; and Natalie Orenstein, State Bar No. 285617), 555 California Street, Suite 3100, San Francisco, California 94104, Telephone: (415) 555-3200, Facsimile: (415) 555-3201;
Defendant Grizzly Peak Capital Partners LP ("GPCP"), a Delaware limited partnership, by and through the same counsel of record, Caldwell, Tseng & Barrow LLP; and
Defendant Tobias Fenchurch ("Fenchurch"), an individual, by and through the same counsel of record, Caldwell, Tseng & Barrow LLP.
RGC, GPR, GPCP, and Fenchurch are referred to collectively herein as the "Parties" and individually as a "Party."
B. Recital of Procedural Background
WHEREAS, on February 5, 2024, Plaintiff Redstone Gaming Corp. filed its original Complaint in this action against Defendant Grizzly Peak Research LLC, asserting causes of action for: (1) Trade Libel pursuant to California Civil Code Section 46(3); (2) Intentional Interference with Prospective Economic Advantage; and (3) Unfair Business Practices pursuant to California Business and Professions Code Section 17200 et seq.;
WHEREAS, on March 18, 2024, Plaintiff filed its First Amended Complaint ("FAC"), adding as defendants Grizzly Peak Capital Partners LP and Tobias Fenchurch individually, and further adding a Fourth Cause of Action for Negligent Misrepresentation. The First Amended Complaint is the operative pleading in this action;
WHEREAS, on April 12, 2024, Defendants filed a Special Motion to Strike pursuant to California Code of Civil Procedure Section 425.16 (the "anti-SLAPP Motion"), seeking to strike all four causes of action in the First Amended Complaint. The Court, after full briefing and oral argument, denied the anti-SLAPP Motion by order dated June 7, 2024;
WHEREAS, the Parties thereafter engaged in substantial discovery over a period of approximately five months, during which time the Parties conducted fourteen (14) depositions of fact and expert witnesses, produced and exchanged approximately eighty-seven thousand (87,000) documents, and litigated three (3) separate discovery motions before this Court, including a motion to compel further responses to requests for production of documents, a motion to compel further deposition testimony, and a motion for a protective order regarding confidential business information;
WHEREAS, the Parties exchanged expert reports on September 9, 2024, in accordance with the Court's scheduling order entered on July 15, 2024;
WHEREAS, on October 22, 2024, Defendants filed a Motion for Summary Judgment, or in the Alternative, Summary Adjudication, seeking judgment as a matter of law on all four causes of action asserted in the First Amended Complaint. After full briefing and oral argument, the Court denied the Motion for Summary Judgment in its entirety by order dated November 15, 2024;
WHEREAS, the Parties participated in a two-day mediation conducted on December 3 and December 4, 2024, before the Honorable Gerald K. Matsuda (Ret.), serving as mediator, at the Westside Mediation Center, located at 11601 Wilshire Boulevard, Suite 1200, Los Angeles, California 90025;
WHEREAS, at the conclusion of the second day of mediation on December 4, 2024, the Parties reached a settlement-in-principle, which was memorialized that same day in a binding Mediator's Term Sheet signed by all Parties and their respective counsel (the "Mediator's Term Sheet");
C. Recital of Settlement Agreement
WHEREAS, consistent with and in furtherance of the Mediator's Term Sheet, the Parties entered into a comprehensive Settlement Agreement and Mutual Release, effective as of January 6, 2025 (the "Settlement Agreement" or the "Agreement"), which resolves all claims, counterclaims, cross-claims, disputes, controversies, and causes of action between and among the Parties arising from or in any way related to this action, including but not limited to the allegations, facts, and circumstances set forth in the First Amended Complaint and any responsive pleadings filed herein;
WHEREAS, the Settlement Agreement provides, among other things, for the full and final resolution of this matter, including but not limited to monetary consideration, the publication of corrective statements by Defendants, and certain injunctive relief, the specific terms of which are set forth in the Settlement Agreement and are incorporated herein by this reference as though fully stated;
WHEREAS, the Parties acknowledge that the specific monetary terms and financial provisions of the Settlement Agreement are and shall remain confidential pursuant to the terms thereof, but the existence of the settlement and the fact that the Parties have resolved this action are not confidential;
WHEREAS, in connection with and contemporaneous to this Stipulation, the Parties are filing a separate Stipulation and [Proposed] Order for Entry of Permanent Injunction in this same action, which sets forth certain injunctive provisions agreed to by the Parties as part of the Settlement Agreement;
D. Stipulated Terms
NOW, THEREFORE, in consideration of the foregoing recitals, the terms and conditions of the Settlement Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby stipulate and agree as follows:
1. Dismissal with Prejudice
The Parties hereby stipulate that the entire action, Redstone Gaming Corp. v. Grizzly Peak Research LLC, et al., Case No. 24STCV-01892, including all claims and causes of action asserted in the First Amended Complaint, and any and all cross-claims, counterclaims, and affirmative defenses asserted or that could have been asserted by any Party herein, be dismissed in its entirety and with prejudice. Specifically, the Parties stipulate and agree to the dismissal with prejudice of the following causes of action as asserted in the First Amended Complaint:
(a) First Cause of Action: Trade Libel, pursuant to California Civil Code Section 46(3);
(b) Second Cause of Action: Intentional Interference with Prospective Economic Advantage;
(c) Third Cause of Action: Unfair Business Practices, pursuant to California Business and Professions Code Section 17200 et seq.; and
(d) Fourth Cause of Action: Negligent Misrepresentation.
The foregoing dismissal with prejudice shall be effective as to all Defendants in this action, namely: Grizzly Peak Research LLC, Grizzly Peak Capital Partners LP, and Tobias Fenchurch, individually. The dismissal shall further encompass all claims, causes of action, demands, obligations, damages, and liabilities of every kind and nature, whether known or unknown, suspected or unsuspected, that were asserted or could have been asserted in this action.
2. Retention of Jurisdiction Under California Code of Civil Procedure Section 664.6
Notwithstanding the dismissal of this action with prejudice as set forth in Paragraph 1 above, the Parties hereby stipulate and request that this Court retain jurisdiction over the Parties and the subject matter of this action solely for the purpose of enforcing the terms, conditions, and obligations of the Settlement Agreement and Mutual Release dated January 6, 2025, pursuant to California Code of Civil Procedure Section 664.6.
The Court's retained jurisdiction under this Paragraph shall continue until all obligations under the Settlement Agreement have been fully performed and satisfied, including but not limited to:
(a) The completion of all monetary payments required under the Settlement Agreement, including any installment payments and any accrued interest or penalties for late payment;
(b) The continued posting and publication by Defendants of corrective statements as specified in the Settlement Agreement for a period of not less than twenty-four (24) months from the Effective Date of the Settlement Agreement (i.e., through not earlier than January 6, 2027);
(c) Compliance by all Parties with the non-disparagement provisions of the Settlement Agreement for a period of three (3) years from the Effective Date (i.e., through January 6, 2028); and
(d) Compliance by Defendants with the securities-trading restrictions and related injunctive provisions set forth in the Settlement Agreement for a period of five (5) years from the Effective Date (i.e., through January 6, 2030).
The Parties acknowledge and agree that the Court's retention of jurisdiction pursuant to this Paragraph is an essential element of the settlement and is necessary to ensure that the Parties' rights and obligations under the Settlement Agreement are fully enforceable. Any Party may apply to this Court, upon noticed motion or order to show cause, for enforcement of the Settlement Agreement pursuant to Section 664.6, and the Court shall have full authority to enter any order or judgment necessary to effectuate the terms of the Settlement Agreement.
3. Attorneys' Fees and Costs
Each Party shall bear its own attorneys' fees and costs incurred in connection with this action, including but not limited to all attorneys' fees, expert fees, consultant fees, costs of depositions, costs of document production and review, filing fees, and all other expenses and costs of litigation, whether taxable or non-taxable, unless otherwise expressly provided in the Settlement Agreement. This provision shall not affect any obligations regarding fees or costs as may be separately set forth in the Settlement Agreement.
4. No Admission of Liability
This Stipulation and the Settlement Agreement shall not constitute, and shall not be construed as, an admission of liability, fault, wrongdoing, or the validity of any claim or defense by any Party. The Parties expressly acknowledge and agree that each of them denies any and all allegations of wrongdoing and enters into this Stipulation and the Settlement Agreement solely for the purpose of resolving disputed claims and avoiding the expense, burden, and uncertainty of continued litigation.
No Party shall use this Stipulation, the Settlement Agreement, the fact of settlement, or the dismissal of this action as evidence of liability, fault, or wrongdoing in any future proceeding, whether judicial, administrative, arbitral, or otherwise, except as may be necessary to enforce the terms of the Settlement Agreement or the [Proposed] Order entered in connection therewith, or as otherwise required by law.
5. Authority to Enter Stipulation
Counsel for each Party represents and warrants that they are duly authorized by their respective clients to enter into this Stipulation and to bind their respective clients to the terms set forth herein. Each individual executing this Stipulation on behalf of a corporate or entity Party represents and warrants that such individual has full power and authority to bind such entity to the terms of this Stipulation and has obtained all necessary corporate, partnership, or limited liability company approvals, authorizations, or consents required for such purpose.
6. Filing Date
This Stipulation and [Proposed] Order shall be filed with the Clerk of the Superior Court of the State of California, County of Los Angeles, within ten (10) business days of the Effective Date of the Settlement Agreement (January 6, 2025). Accordingly, the target filing date for this Stipulation and [Proposed] Order is on or before February 19, 2025. In the event that filing is delayed for any reason, the Parties agree to cooperate in good faith to file this Stipulation and [Proposed] Order as promptly as practicable after the Effective Date.
II. SIGNATURE BLOCKS
IN WITNESS WHEREOF, the undersigned counsel, being duly authorized by their respective clients, have executed this Stipulation as of the dates set forth below.
PLAINTIFF REDSTONE GAMING CORP.
CALDERWOOD & HARKNESS LLP
Dated: ______
By: ________
Francesca Morano Responsible Partner Attorneys for Plaintiff Redstone Gaming Corp. 333 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 555-7400 Facsimile: (213) 555-7401
DEFENDANTS GRIZZLY PEAK RESEARCH LLC, GRIZZLY PEAK CAPITAL PARTNERS LP, AND TOBIAS FENCHURCH
CALDWELL, TSENG & BARROW LLP
Dated: ______
By: ________
Raymond Caldwell Lead Partner Attorneys for Defendants Grizzly Peak Research LLC, Grizzly Peak Capital Partners LP, and Tobias Fenchurch 555 California Street, Suite 3100 San Francisco, California 94104 Telephone: (415) 555-3200 Facsimile: (415) 555-3201
III. [PROPOSED] ORDER
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
CENTRAL DISTRICT
ORDER GRANTING STIPULATION FOR DISMISSAL OF ENTIRE ACTION WITH PREJUDICE
The Court, having reviewed and considered the foregoing Stipulation of the Parties filed herein, and the Court having found that each Party to this action has stipulated to the dismissal, that the Stipulation has been executed by counsel duly authorized to act on behalf of their respective clients, and good cause appearing therefor,
IT IS HEREBY ORDERED as follows:
1. The entire action, Redstone Gaming Corp. v. Grizzly Peak Research LLC, et al., Case No. 24STCV-01892, including all claims and causes of action asserted in the First Amended Complaint — specifically, the First Cause of Action for Trade Libel (Cal. Civ. Code § 46(3)), the Second Cause of Action for Intentional Interference with Prospective Economic Advantage, the Third Cause of Action for Unfair Business Practices (Cal. Bus. & Prof. Code § 17200 et seq.), and the Fourth Cause of Action for Negligent Misrepresentation — and any and all cross-claims, counterclaims, and affirmative defenses asserted or that could have been asserted herein, is hereby DISMISSED WITH PREJUDICE as to all Defendants: Grizzly Peak Research LLC, Grizzly Peak Capital Partners LP, and Tobias Fenchurch, individually.
2. Pursuant to California Code of Civil Procedure Section 664.6, and based upon the express stipulation of all Parties, this Court RETAINS JURISDICTION over the Parties and the subject matter of this action for the sole and limited purpose of enforcing the terms, conditions, and obligations of the Settlement Agreement and Mutual Release dated January 6, 2025, until all obligations thereunder have been fully performed and satisfied, as more particularly described in Paragraph D.2 of the foregoing Stipulation.
3. Each Party shall bear its own attorneys' fees and costs incurred in connection with this action, unless otherwise expressly provided in the Settlement Agreement.
IT IS SO ORDERED.
Dated: ______
________________________________________
HON. PATRICIA YAMAMOTO Judge of the Superior Court State of California, County of Los Angeles
IV. PROOF OF SERVICE
PROOF OF SERVICE
STATE OF CALIFORNIA, COUNTY OF LOS ANGELES
I, Jennifer M. Castillo, declare as follows:
I am employed in the County of Los Angeles, State of California. I am over the age of eighteen (18) years and not a party to the within action. My business address is 333 South Grand Avenue, Suite 4800, Los Angeles, California 90071.
On February 19, 2025, I served the foregoing document described as:
STIPULATION AND [PROPOSED] ORDER FOR DISMISSAL OF ENTIRE ACTION WITH PREJUDICE
on the interested parties in this action by placing a true and correct copy thereof in a sealed envelope addressed as follows:
VIA ELECTRONIC SERVICE AND UNITED STATES MAIL
Francesca Morano, Esq. Carlos Espinoza, Esq. Calderwood & Harkness LLP 333 South Grand Avenue, Suite 4800 Los Angeles, California 90071 Telephone: (213) 555-7400 Facsimile: (213) 555-7401
Email: fmorano@calderwoodharkness.com; cespinoza@calderwoodharkness.com
Attorneys for Plaintiff Redstone Gaming Corp.
Raymond Caldwell, Esq. Natalie Orenstein, Esq. Caldwell, Tseng & Barrow LLP 555 California Street, Suite 3100 San Francisco, California 94104 Telephone: (415) 555-3200 Facsimile: (415) 555-3201
Email: rcaldwell@ctblaw.com; norenstein@ctblaw.com
Attorneys for Defendants Grizzly Peak Research LLC, Grizzly Peak Capital Partners LP, and Tobias Fenchurch
BY ELECTRONIC SERVICE: Based on a court order or an agreement of the parties to accept electronic service, I caused the documents to be sent to the persons at the electronic service addresses listed above via the Court's electronic filing and service system on the date indicated above. Electronic service was completed at approximately 4:32 p.m. Pacific Standard Time.
BY UNITED STATES MAIL: I am readily familiar with the firm's practice of collection and processing of correspondence for mailing with the United States Postal Service. Under that practice, correspondence is deposited with the United States Postal Service that same day in the ordinary course of business, with postage thereon fully prepaid, at Los Angeles, California. I placed such envelope(s) for collection and mailing on this date following ordinary business practices.
I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.
Executed on February 19, 2025, at Los Angeles, California.
________________________________________
Jennifer M. Castillo
| REDSTONE GAMING CORP., a Nevada corporation, | Case No. 24STCV-01892 |
| Plaintiff, | Dept. 14 |
| v. | Hon. Patricia Yamamoto |
GRIZZLY PEAK RESEARCH LLC, a Delaware limited liability company; GRIZZLY PEAK CAPITAL PARTNERS LP, a Delaware limited partnership; and TOBIAS FENCHURCH, an individual,
Defendants.
| REDSTONE GAMING CORP., a Nevada corporation, | Case No. 24STCV-01892 |
| Plaintiff, | Dept. 14 |
| v. | Hon. Patricia Yamamoto |
GRIZZLY PEAK RESEARCH LLC, a Delaware limited liability company; GRIZZLY PEAK CAPITAL PARTNERS LP, a Delaware limited partnership; and TOBIAS FENCHURCH, an individual,
Defendants.