LUI, P. J. —
In a joint employer arrangement, can a class of workers bring a lawsuit against a staffing company, settle that lawsuit, and then bring identical claims against the company where they had been placed to work. We answer no.
This wage and hour putative class action involves the relationship between a temporary staffing company (GCA Services Group, Inc. (GCA)), its employees (appellants Andrew and David Castillo), and its client company (respondent Glenair, Inc.). The Castillos were employed and paid by GCA to perform work onsite at Glenair. Glenair was authorized to and did record, review, and report the Castillos' time records to GCA so that the Castillos could be paid. The Castillos characterize GCA and Glenair as joint employers. As explained below, the undisputed facts of this case demonstrate both that Glenair and GCA are in privity with one another for purposes of the Castillos' wage and hour claims, and that Glenair is an agent of GCA with respect to GCA's payment of wages to its employees who performed services at Glenair.
These findings of privity and agency are significant. While this case was pending, a separate class action brought against, among others, GCA resulted in a final, court-approved settlement agreement. (Gomez v. GCA Production Services, Inc. (Super. Ct. San Bernardino County, 2014, No. CIVRS1205657 (Gomez).) The Gomez settlement agreement contains a broad release barring settlement class members from asserting wage and hour claims such as those
The Castillos' present claims against Glenair involve the same wage and hour claims, for the same work done, covering the same time period as the claims asserted in Gomez. Thus, because Glenair is in privity with GCA (a defendant in Gomez) and is an agent of GCA, the Gomez settlement bars the Castillos' claims against Glenair as a matter of law.
The Castillos appeal the trial court's grant of summary judgment. As discussed below, however, we conclude summary judgment was proper.
Unless otherwise indicated, the following facts are undisputed. Beginning on an unknown date and until sometime in 2011, the Castillos performed work for Glenair. The Castillos were placed at Glenair by GCA, a temporary staffing service that supplies workers to third party companies. Although the Castillos performed work for Glenair under Glenair's general oversight and direction, GCA hired, fired and paid the Castillos. GCA made payments to the Castillos based on time records provided by Glenair. Glenair collected and reviewed for accuracy the Castillos' time records for services they provided at Glenair. When Glenair no longer needed the Castillos' services, Glenair so advised GCA and the Castillos stopped performing work for Glenair.
In July 2012, Judith Gomez and Ernesto Briseno filed the Gomez action, a putative class action against GCA, GCA Production Services, Inc., and GCA Services Group of Texas, L.P. The Gomez complaint alleged claims for unpaid minimum wages, unpaid overtime wages, meal and rest break violations, Labor Code sections 203 and 226 violations, and unfair business practices under Business and Professions Code section 17200 et seq. Glenair was not a named defendant in Gomez.
In May 2014, the Gomez parties settled the class action and executed a stipulation of class action settlement (settlement agreement). The settlement agreement defined the settlement class as "[a]ll current and former hourly-paid, non-exempt persons employed in California by Defendants GCA Production Services, Inc., GCA Services Group, Inc., and GCA Services
The settlement agreement included a broad release which provided: "in exchange for the Maximum Settlement Amount, Plaintiffs and the Settlement Class Members release the Released Parties from the Released Claims for the Covered Period. With respect to the Released Claims, the Plaintiffs and Settlement Class Members stipulate and agree that, upon the Effective Date, the Plaintiffs and Settlement Class Members shall be deemed to have, and by operation of the final judgment shall have, expressly waived and relinquished, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, or any other similar provision under federal or state law, which Section provides: [¶] A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. [¶] Plaintiffs and the Settlement Class Members may hereafter discover facts in addition to or different from those they now know or believe to be true with respect to the subject matter of the Released Claims, but upon the Effective Date, shall be deemed to have, and by operation of the final judgment shall have, fully, finally, and forever settled and released any and all of the Released Claims, whether known or unknown, suspected or unsuspected, contingent or non-contingent, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct that is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts."
The settlement agreement defined "Released Claims" as "all disputes, claims, and/or causes of action pleaded in the operative complaint for the Covered Period, namely: (a) failure to pay minimum wages, including Living Wage and Prevailing Wage rates; (b) failure to pay overtime wages; (c) failure to provide meal periods; (d) failure to provide rest periods; (e) breach of contract for failure to pay wages regarding (a) thru (d) above; (f) failure to timely pay all wages earned each pay period; (g) failure to timely pay final wages; (h) failure to reimburse business expenses; (i) failure to provide accurate itemized wage statements; and (j) all damages, penalties, interest and other amounts recoverable under said causes of action under California law, to the extent permissible, including but not limited to the California Labor Code, the applicable Wage Order, California Unfair Competition Law, and Private Attorneys General Act of 2004. The res judicata claim preclusion effect of any judgment pursuant to this settlement shall be the same as the claim preclusion effect of the above Release."
On December 1, 2014, the trial court in Gomez entered its order of final approval of the class action settlement. In its order, the court ruled "that class members who did not timely exclude themselves from the Settlement have released their claims against Defendant [GCA] and other released parties as set forth in the Settlement Agreement."
On April 11, 2013, less than a year after the Gomez complaint was filed and more than a year and a half before entry of the Gomez settlement agreement, counsel for the Castillos filed the instant putative class action against Glenair. Plaintiffs' counsel in this action was not class counsel in Gomez. At the time the original complaint was filed, however, the named plaintiff was in bankruptcy proceedings and, therefore, did not have standing to bring the lawsuit. The trial court granted leave to amend the complaint and, on February 14, 2014, counsel filed a first amended complaint naming Roxana Rojas as the new plaintiff. However, the court later granted defendants' demurrer to the first amended complaint because Rojas lacked standing as to all but one of the alleged causes of action (because her claims were time-barred). The court again granted leave to amend and, on September 12, 2014, counsel filed a second amended complaint adding the Castillos as plaintiffs.
The third amended complaint was filed on January 7, 2015 (one month after final approval of the Gomez settlement agreement), and is the operable complaint (complaint). According to the complaint, the plaintiffs filed the lawsuit on behalf of themselves and all current and former nonexempt employees of Glenair (and Doe defendants 1 through 100) from April 11, 2009, through the conclusion of the lawsuit. GCA was not named as a defendant in the complaint.
Paragraph nine of the complaint (paragraph nine) alleged defendants were the "joint employers" of the plaintiffs and class members. Paragraph nine also
The complaint alleged the following seven causes of action, all of which were the same "Released Claims" under the Gomez settlement agreement: (i) failure to provide required meal periods, (ii) failure to provide required rest periods, (iii) failure to pay overtime wages, (iv) failure to pay minimum wage, (v) failure to pay all wages due to discharged and quitting employees, (vi) failure to indemnify employees for necessary expenditures incurred in discharge of duties, and (vii) unfair and unlawful business practices. According to the complaint, defendants engaged in a "systematic course of illegal payroll practices and policies." Among other relief, the complaint sought statutory penalties under Labor Code section 226 (section 226).
In April 2015, Glenair moved for summary judgment or summary adjudication. Glenair argued that, because the Castillos had settled and released their Gomez causes of action, res judicata barred the same causes of action asserted here. Glenair argued the Castillos, therefore, lacked standing to bring the class action. Glenair explained it was undisputed the claims asserted in Gomez were the same as those asserted by the Castillos here and the time period at issue here included that at issue in Gomez. According to Glenair, as "members of the Gomez class action lawsuit, which alleged the same Labor Code violations at issue in this lawsuit, for the same work, during the same time period, and which was fully and finally resolved" the Castillos could not pursue the instant class action. Glenair also argued the Castillos' section 226 claim for penalties was barred by the applicable statute of limitations.
In its moving papers, Glenair did not squarely address the issue of agency. In connection with its motion for summary judgment, Glenair submitted supporting documents, including the Gomez settlement agreement.
The Castillos opposed summary judgment, arguing they had not released their claims against Glenair. Specifically, the Castillos argued their claims against Glenair were valid because Glenair was not a named party in Gomez, Glenair was not listed as a released party in the Gomez settlement agreement, and Glenair did not contribute to the Gomez settlement. The Castillos claimed, therefore, res judicata did not apply. Nonetheless, the Castillos urged that, even if res judicata applied, Glenair had failed to satisfy its burden on
In opposing summary judgment, the Castillos did not dispute any of the material facts Glenair included in its separate statement of undisputed material facts. However, the Castillos recited additional facts, including some related to the relationship between Glenair and GCA and between Glenair and the Castillos. For example, the Castillos stated Glenair employees directed the services the Castillos performed for Glenair; Glenair collected the time of workers "placed by GCA at Glenair's facility"; "[a] lead employed by Glenair would review the time records of workers placed by GCA at Glenair's facility to ensure accuracy"; "leads employed by Glenair" oversaw and generally directed the tasks to be accomplished; GCA did not have a supervisor at the Glenair site; when Glenair no longer needed or wanted the services of the Castillos, a Glenair "lead" advised GCA; and "[t]here is no shared ownership between GCA and Glenair." Glenair did not dispute those facts.
The Castillos also asserted the following facts in opposition to summary judgment, which Glenair disputed: David Castillo's Glenair supervisor did not accurately record David's actual work times, but instead recorded his scheduled work times; David Castillo's Glenair supervisor did not allow David to take his full required rest or meal breaks; David Castillo's Glenair supervisors manipulated his timesheets to show meal breaks he did not actually receive; and in order to take time off or to request overtime, David Castillo was required to seek permission from Glenair supervisors and not from anyone at GCA.
In response to the Castillos' arguments, Glenair claimed the Castillos had admitted Glenair was an agent of GCA and, therefore, a released party under the Gomez settlement agreement. Glenair pointed to evidence the Castillos submitted with their opposition to summary judgment indicating Glenair performed tasks on behalf of GCA. And, in contrast to the Castillos, Glenair argued policy considerations weighed in favor of applying res judicata here. Finally, Glenair urged it would be improper to allow the Castillos leave to amend to allege a new cause of action for damages under section 226.
Prior to the hearing on Glenair's motion for summary judgment, the trial court issued a tentative ruling granting summary judgment against the Castillos. In its tentative ruling, the court stated: "Glenair performed tasks on behalf of GCA, including collecting and reviewing employees' time records and transmitting the records to GCA for payment.... Glenair thus acted as GCA's agent for the Castillos' employment. (Civ. Code § 2295 (`"Agent" defined. An agent is one who represents another, called the principal, in dealings with third persons.').)"
At the hearing, counsel for the Castillos argued Glenair was not an agent of GCA and disputed Glenair's claim that they had admitted an agency relationship. Instead, the Castillos claimed the two companies were joint employers: "we presented evidence showing that they ... were joint employers or that even though the staffing agency [GCA] hired and fired and paid the workers that they placed workers at Glenair, Glenair controlled working conditions, set schedules and everything like that." Counsel argued "joint employment is not the same as agency." The trial court understood the Castillos' theory of the case was that Glenair and GCA were joint employers, and stated "[t]hey can't change their position on that."
In summarizing the Castillos' claims against Glenair, counsel stated: "These employees didn't get their meal periods. They didn't get their rest periods in accord with California law. They didn't get their final paycheck because their meal and their rest period premiums weren't paid. Their paychecks were not properly in accord with California law, because they didn't have the meal period premiums on them and so on and so forth. [¶] These are our claims. They're very simple claims."
Counsel for the Castillos also argued at the hearing that Glenair's motion for summary judgment was procedurally improper. Counsel claimed that, because Glenair not only failed to address the agency issue until its reply brief, but also in doing so relied on evidence the Castillos submitted in opposition to the motion, Glenair had failed to carry its burden on summary judgment.
Based on the Castillos' position that Glenair and GCA were joint employers, counsel for Glenair asserted for the first time at the hearing that paragraph nine doomed the Castillos' case. Specifically, Glenair argued that, through paragraph nine, the Castillos necessarily had admitted Glenair and GCA were agents of one another. Counsel explained paragraph nine alleged "that in connection with that joint employment relationship, ... those joint employers are, quote, authorized agents of each other." Counsel for Glenair
After hearing argument, the trial court ordered further briefing on the issue of agency. The trial court agreed that the Castillos (as opposed to Glenair) presented the evidence related to agency in their opposition papers. The court stated, "It is true that the material on agency came in in the opposition instead of in the moving papers.... And you're right; that is the burden of the moving party asking for summary judgment to have a complete package at the motion — the moving paper stage." The court also noted the agency argument "was not debated in the briefs. In other words, [counsel for the Castillos] never weighed in on what is and what is not an agent because it came up in the reply. [¶] As I say, that could make me think that further briefing on this point is important because you have not had a written chance to advance case authority or legal logic to dispute the agency argument." The court determined "there needs to be some further briefing where the plaintiffs have a chance to say, this agency argument is completely wrong and should not be accepted." Thus, the trial court ordered supplemental briefing on the issue of agency and set the matter for further hearing.
A few months later, the parties submitted supplemental briefs on the issue of agency. The Castillos filed their brief first and argued Glenair was not an agent of GCA because GCA did not exercise the requisite control over either Glenair or the workers GCA placed at Glenair. The Castillos also argued there was no evidence GCA authorized Glenair to represent GCA in dealings with third persons. In addition, the Castillos claimed none of the other elements of agency (such as intent) was present in the relationship between Glenair and GCA. To support their position, the Castillos relied in part on an unreported California case and a case from a federal district court in South Carolina. Finally, in a footnote, the Castillos dismissed Glenair's argument made at the first hearing that paragraph nine constituted an admission that Glenair and GCA were agents of one another. The Castillos claimed the language of paragraph nine was merely boilerplate language that could not be relied upon for such an admission.
In its supplemental brief, filed after the Castillos filed their brief, Glenair reiterated its argument that, in paragraph nine, the Castillos admitted Glenair
The continued hearing on Glenair's motion for summary judgment was held September 21, 2016. Prior to the hearing, the trial court issued a new tentative ruling. The court again indicated it was granting summary judgment against the Castillos, stating it "stands by its analysis" in its first tentative ruling. In addition, the court addressed Glenair's paragraph nine argument, stating "Glenair noted the concession of agency in paragraph nine of the Third Amended Complaint. The court praised this argument ... and called for further briefing. In this further briefing the plaintiffs answered this point only in a footnote, on logic this court rejects."
At the continued hearing, counsel for the Castillos reiterated their position that Glenair's motion for summary judgment was procedurally defective. Counsel argued the trial court should deny the motion because Glenair failed to include the issue of agency in either its notice of motion, motion, or separate statement of undisputed facts. Counsel also pointed out the court-ordered supplemental briefing did not help because Glenair filed the last brief (in which it claimed for the first time it was a limited or special agent of GCA) to which the Castillos could not respond. As a result, the Castillos asserted their due process rights were violated. The Castillos also claimed a factual dispute existed with respect to the alleged agency relationship between Glenair and GCA. The Castillos pointed out the record did not include an agreement between Glenair and GCA, and further claimed Glenair collected time records of the GCA employees in order to protect itself against false claims by those employees. (The record does not indicate counsel for Glenair presented any argument on the issue of agency at the continued hearing.)
At the conclusion of the hearing, the trial court stated it was "going to stand by my tentative ruling."
On October 12, 2016, before judgment was entered, the Castillos filed a notice of appeal from the trial court's September 21, 2016 order granting summary judgment.
On April 12, 2017, the trial court entered judgment in favor of Glenair and against the Castillos on their complaint. Notice of entry of judgment was filed April 18, 2017.
Because the Castillos filed their notice of appeal before the trial court entered judgment on its order granting summary judgment, the notice of appeal was premature. Nonetheless, we have jurisdiction to consider the appeal because the trial court later filed a final judgment as to the Castillos. "The reviewing court may treat a notice of appeal filed after the superior court has announced its intended ruling, but before it has rendered judgment, as filed immediately after entry of judgment." (Cal. Rules of Court, rule 8.104(d)(2).)
"`The purpose of the law of summary judgment is to provide courts with a mechanism to cut through the parties' pleadings in order to determine whether, despite their allegations, trial is in fact necessary to resolve their dispute.'" (Borders Online v. State Bd. of Equalization (2005) 129 Cal.App.4th 1179, 1187 [29 Cal.Rptr.3d 176] (Borders Online).) Summary judgment is appropriate "if all the papers submitted show that there is no triable issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." (Code Civ. Proc., § 437c, subd. (c) (section 437c).)
"There is a triable issue of material fact only if `the evidence would allow a reasonable trier of fact to find the underlying fact in favor of the party opposing the motion in accordance with the applicable standard of proof.' [Citation.] The party moving for summary judgment generally `bears an initial burden of production to make a prima facie showing of the nonexistence of any triable issue of material fact; if he carries his burden of production, he causes a shift, and the opposing party is then subjected to a burden of production of his own to make a prima facie showing of the existence of a triable issue of material fact.'" (Borders Online, supra, 129 Cal.App.4th at pp. 1187-1188.) "`"`A defendant seeking summary judgment has met the burden of showing that a cause of action has no merit if that
"[W]e review the trial court's grant of summary judgment de novo, applying the same standards that governed the trial court. [Citation.] We consider all of the evidence the parties offered in connection with the motion, except that which the court properly excluded, and the uncontradicted inferences the evidence reasonably supports." (Borders Online, supra, 129 Cal.App.4th at p. 1188.) "`"`We must determine whether the facts as shown by the parties give rise to a triable issue of material fact.... In making this determination, the moving party's affidavits are strictly construed while those of the opposing party are liberally construed.' ... We accept as undisputed facts only those portions of the moving party's evidence that are not contradicted by the opposing party's evidence.... In other words, the facts alleged in the evidence of the party opposing summary judgment and the reasonable inferences therefrom must be accepted as true."'" (Villacres, supra, 189 Cal.App.4th at p. 575.)
"An agent ... is anyone who undertakes to transact some business, or manage some affair, for another, by authority of and on account of the latter, and to render an account of those transactions." (2B Cal.Jur.3d (2015) Agency, § 1, p. 149.) "`"The chief characteristic of the agency is that of representation, the authority to act for and in the place of the principal for the purpose of bringing him or her into legal relations with third parties.
We begin with the undisputed material facts. The parties do not dispute the following: (i) GCA is a staffing company that supplies employees, such as the Castillos, to the operations of third party companies, such as Glenair, (ii) the work the Castillos performed for Glenair was performed through GCA, (iii) Glenair employees generally directed and oversaw the services the Castillos performed for Glenair, (iv) there was no GCA supervisor on site at the Glenair facility during the relevant time, (v) Glenair collected the time for workers GCA placed at Glenair, (vi) to ensure accuracy, a Glenair employee reviewed the time records of workers GCA placed at Glenair, (vii) there is no shared ownership between Glenair and GCA, (viii) the Castillos were class members in Gomez, (ix) the Castillos did not opt out of the Gomez class settlement, (x) the Castillos' complaint here asserts the same causes of action as those asserted in Gomez, (xi) the court in Gomez granted final approval of the settlement in that case, and (xii) the Gomez settlement included a broad release that released GCA and its agents from the same wage and hour claims at issue here.
In addition to the above undisputed facts, the parties also agree the Gomez settlement acts as a final judgment on the merits for purposes of res judicata.
Thus, two of the three elements of res judicata are met. The Gomez settlement was final and on the merits. And the causes of action here are the same as those at issue in Gomez.
The dispute then centers on the third and final element of res judicata, namely whether the undisputed material facts demonstrate Glenair was either
Although the parties touched on the issue of privity in their briefs on appeal, we requested supplemental briefing to address the question whether Glenair and GCA were in privity with one another. (Gov. Code, § 68081.) While the Castillos argued no privity exists between the parties, Glenair argued the opposite. We agree with Glenair.
As noted above, the concept of privity has expanded over the years and today involves a practical analysis. (Alvarez, supra, 143 Cal.App.4th at p. 1236; Cal Sierra, supra, 14 Cal.App.5th at p. 672.) In the recent Cal Sierra decision, the court relied on the principle that, rather than focusing on the relationship between the parties, privity "`deals with a person's relationship to the subject matter of the litigation.'" (Cal Sierra, at p. 674.) In Cal Sierra, the plaintiff mining company (Cal Sierra) had previously received an arbitration decision partly in its favor and against another mining company (Western Aggregates) whose licensee had erected an asphalt plant in a problematic location on the land Cal Sierra and Western Aggregates shared. (Id. at p. 668.) After its partially successful arbitration against Western Aggregates, Cal Sierra filed a lawsuit against the licensee and its parent company based on the same facts and raising the same or similar causes of action as those raised in the arbitration. (Ibid.) The trial court held res judicata applied and entered judgment in favor of the licensee. (Ibid.)
The Court of Appeal affirmed. (Cal Sierra, supra, 14 Cal.App.5th at p. 667.) The court explained that, although Western Aggregates and its licensee were separate companies with a licensor-licensee relationship, that did not preclude a finding of privity for purposes of claim preclusion. (Id. at p. 673.) Rather, because the "subject matter of the litigation ... was the same as that at the center of the arbitration dispute: the placement of the asphalt plant and whether it infringed on Cal Sierra's mining rights," Western Aggregates and its licensee "had an identical interest" as to that issue and were "adversely and similarly impacted by the propriety (or impropriety) of the plant's location." (Id. at p. 674.) Thus, because Western Aggregates and its licensee shared the same relationship to the subject matter of the arbitration and litigation, privity existed and res judicata applied. (Ibid.)
With this in mind, it is clear Glenair and GCA are in privity for present purposes. The subject matter of this litigation is the same as the subject
To be clear, however, our conclusion does not necessarily place Glenair and GCA in privity for all purposes. By way of example only, if the Castillos were to allege claims against Glenair based on injuries they sustained or discrimination they experienced while working at Glenair, it is by no means a foregone conclusion that GCA would be in privity with Glenair in that case. In such a case, it is not clear that Glenair and GCA would share the same relationship to the subject matter of the litigation. In contrast here, because the subject matter of the litigation directly implicates the interdependent and close relationship of Glenair and GCA with respect to payment of wages, they are in privity for present purposes.
In addition, we conclude the undisputed facts demonstrate Glenair was an agent for GCA with respect to GCA's payment of its employees, such as the Castillos. We conclude a reasonable trier of fact could not find otherwise. Accordingly, Glenair was a released party under the Gomez settlement agreement. Thus, on this ground as well, the third and final element of res judicata is satisfied and summary judgment was proper.
Here, GCA authorized Glenair to perform certain timekeeping-related tasks on behalf of GCA and the only reasonable inference is that GCA required Glenair to perform those tasks. Had Glenair failed to perform those timekeeping tasks, GCA would not have been able to pay its employees.
Thus, because the undisputed facts demonstrate Glenair was an agent of GCA — specifically an agent with respect to GCA's payment of wages to its employees — Glenair was a released party under the Gomez settlement agreement. Accordingly, the Castillos' complaint against Glenair is barred and summary judgment was proper.
However, as other courts have held and Glenair correctly points out, the trial court is not absolutely prohibited from considering evidence that was not included in the moving party's separate statement, but was otherwise submitted with the parties' papers on summary judgment. In San Diego Watercrafts, Inc. v. Wells Fargo Bank (2002) 102 Cal.App.4th 308, 315-316 [125 Cal.Rptr.2d 499] (San Diego Watercrafts, Inc.), the court held the trial court has discretion to consider evidence not included in the moving party's
Similarly, and despite the Castillos' claims to the contrary, the trial court properly considered all the evidence submitted by the parties in determining whether Glenair had met its initial burden of proof on its motion for summary judgment. (Villa v. McFerren (1995) 35 Cal.App.4th 733, 750-751 [41 Cal.Rptr.2d 719].)
The Castillos also argue summary judgment must be reversed because the trial court did not give them a sufficient opportunity to address the issue of agency and, therefore, their due process rights were violated. We disagree.
As the Castillos explain, the issue of agency did not come into focus until after they filed their opposition to Glenair's motion for summary judgment. Glenair first addressed the issue of agency in its reply brief. At the first hearing on Glenair's motion for summary judgment, however, the trial court recognized the Castillos had not had a sufficient opportunity to address the agency issue. The court acknowledged the agency argument "was not debated in the briefs. In other words, [counsel for the Castillos] never weighed in on what is and what is not an agent because it came up in the reply. [¶] As I say, that could make me think that further briefing on this point is important because you have not had a written chance to advance case authority or legal logic to dispute the agency argument." Thus, the trial court ordered further briefing specifically on the issue of agency and set the matter for a second hearing. Other than limiting the supplemental briefing to the issue of agency, the court did not limit the scope of the parties' briefing on agency.
As noted above, we review the trial court's decision to grant summary judgment de novo. "This means `"we are not bound by the trial court's stated reasons or rationales."' [Citation.] In other words, `[t]he trial court's stated reasons for granting summary judgment are not binding on us because we review its ruling, not its rationale.' [Citation.] Indeed, in our review, `we are
As noted above, paragraph nine included boilerplate language citing a laundry list of legal relationships, some or all of which are alleged to exist between Glenair and the Doe defendants. In order to make its argument work, Glenair must convince us of two leaps of faith. First, we must agree GCA — which is not a named defendant — is a Doe defendant in this case. Second, we must agree paragraph nine necessarily admits Glenair is an agent of GCA. Assuming we make the first leap of faith and agree GCA is a defendant, we cannot make the second leap. Paragraph nine states all defendants were, among other things, "the alter egos, ... joint employers, ... authorized agents, ... and/or guarantors, actual or ostensible, of each other." Glenair overlooks a crucial component of paragraph nine, namely the words "and/or." Because of those two words, and assuming boilerplate language in a complaint is meaningful (a position on which the parties disagree), paragraph nine cannot be read to admit Glenair is necessarily an agent of any other defendant. At most, paragraph nine can be read to admit Glenair shares any one of the many listed legal relationships with the other defendants. Accordingly, summary judgment is not proper on the basis of Glenair's paragraph nine argument.
Following oral argument, counsel for the Castillos filed a notice of new authority advising the court that the First District recently ordered published its opinion in Serrano v. Aerotek, Inc. (2018) 21 Cal.App.5th 773 [230 Cal.Rptr.3d 802] (Serrano). Although the Castillos assert Serrano bears on the issues of both agency and privity, Serrano addresses agency only.
The plaintiff in Serrano brought a putative class action against both a temporary staffing company (Aerotek, Inc.) and its client Bay Bread. (Serrano, supra, 21 Cal.App.5th at p. 778.) Aerotek had placed the plaintiff at Bay Bread to perform services there. (Ibid.) The plaintiff alleged Aerotek and Bay Bread failed to provide required meal breaks. (Ibid.) The facts demonstrated that Aerotek trained the employees it placed at Bay Bread, like the plaintiff, on Aerotek's employment policies, including its meal break policies. (Id. at p. 776.) Aerotek also employed an onsite manager at Bay Bread who reviewed time records of the temporary employees placed there and sent those records to Aerotek for payroll processing. (Id. at p. 777.) The onsite manager was not responsible, however, for reviewing temporary employee
The Court of Appeal affirmed summary judgment in Aerotek's favor. (Serrano, supra, 21 Cal.App.5th at p. 776.) First, the court held Aerotek satisfied its own obligation to provide meal breaks. (Id. at pp. 780-781.) Next, the court rejected the argument that, as a joint employer with Bay Bread, Aerotek was vicariously liable for Bay Bread's alleged meal break violations. (Id. at pp. 781-782.) Relying on this district's decision in Noe v. Superior Court (2015) 237 Cal.App.4th 316 [187 Cal.Rptr.3d 836],
Although similar in some respects, we conclude Serrano is procedurally, factually and legally distinct from the instant case. Unlike here, the plaintiff in Serrano sued both the staffing company and client company together in the same lawsuit. And again in contrast to the instant case, Serrano did not involve a preexisting final judgment releasing the same claims alleged in the Serrano complaint. In addition, unlike GCA here, Aerotek did not authorize its client company to represent Aerotek with respect to its employment policies. Rather Aerotek not only provided training on its employment policies but also employed an onsite manager who was responsible for time records. Moreover, it does not appear that the parties in Serrano raised the same arguments at issue here and likewise the parties here did not raise many of the arguments made in Serrano. Thus, Serrano does not affect our decision here.
As Glenair points out, if the Castillos were permitted to pursue their causes of action here, they would undermine the finality of the bargained-for and
Finally, the Castillos argue the trial court erred when it refused to grant their request for leave to amend the complaint. Although the Castillos concede the applicable statute of limitations bars their requested section 226 penalties, they contend they have a valid section 226 claim for actual damages and should have been permitted to amend the complaint to add that damages claim. However, because we conclude the Castillos' alleged causes of action are barred as a result of the Gomez settlement, we need not and do not reach this issue related to the relief the Castillos seek on their causes of action.
Appellants filed a petition for rehearing, in which they make a number of arguments that mischaracterize our opinion or were never before made. We briefly address some here.
First, appellants present an overbroad description and summary of DKN Holdings, supra, 61 Cal.4th 813. As discussed above, DKN Holdings does not preclude our conclusion here. Again, assuming Glenair and GCA are jointly and severally liable, we do not read DKN Holdings as creating an absolute bar against finding privity amongst parties who are also jointly and severally liable on a contract or as tortfeasors. Moreover, unlike DKN Holdings, this case does not involve a joint obligation on a contract, nor does it involve joint tortfeasors.
Second, appellants make sweeping and inaccurate statements as to the scope of our opinion. For example, appellants mistakenly claim our opinion would bar Gomez class members from bringing causes of action under
Finally, appellants make new arguments in their petition for rehearing. For example, appellants contend for the first time that their claims against Glenair are not the same as those asserted in Gomez, but instead "rest on entirely different facts concerning independently wrongful actions of Glenair and GCA." Prior to their petition for rehearing, appellants had not disputed Glenair's repeated assertion that the claims at issue here were the same as the claims at issue in Gomez. Our opinion is based in part on the claims here being the same as those released in Gomez. We decline to address an entirely new theory of the case supported by new allegations on a petition for rehearing. (Cornelius v. Los Angeles County etc. Authority (1996) 49 Cal.App.4th 1761, 1777-1778, fn. 7 [57 Cal.Rptr.2d 618].) Appellants also make a new due process argument. Specifically, appellants argue the named plaintiffs in Gomez could not have been constitutionally adequate representatives of appellants' claims against Glenair. Again, because appellants did not previously raise this argument, we decline to address it for the first time on a petition for rehearing. (Ibid.)
The judgment is affirmed. Glenair, Inc., is awarded its costs on appeal.
Chavez, J., and Hoffstadt, J., concurred.