Baker Entertainment v. Emmett Furla Oasis Films CA2/7 ( 2024 )

Filed 10/28/24 Baker Entertainment v. Emmett Furla Oasis Films CA2/7
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California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions
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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND APPELLATE DISTRICT
DIVISION SEVEN
BAKER ENTERTAINMENT, LLC B323388
et al.,
(Los Angeles County
Plaintiffs and Respondents, Super. Ct. No. SC127979)
v.
EMMETT FURLA OASIS FILMS,
LLC et al.,
Defendants and Appellants.
APPEAL from an order of the Superior Court of
Los Angeles County, Craig D. Karlan, Judge. Dismissed as moot.
Hamrick & Evans, Martin J. Barab, A. Raymond
Hamrick, III, and Kenneth A. Kotarski for Defendants and
Appellants.
No appearance for Plaintiffs and Respondents.
_______________________
George Furla, Emmett Furla Oasis Films, LLC (EFO),
Georgia Film Fund Twenty-Nine, LLC and Higrowth
(Inconceivable), LLC appeal from an amended judgment adding
Furla and Randall Emmett1 as alter egos to a judgment in favor
of Baker Entertainment, LLC and Baker Film Fund, LLC. Furla
contends the trial court failed to “engage in a legally sufficient
analysis [sic], or no analysis whatsoever” showing there existed a
unity of interest between Furla and EFO, or that an inequitable
result would follow from treating EFO as a separate entity. After
this appeal commenced, an acknowledgment of full satisfaction of
the judgment was filed as to EFO, and then another as to Furla.
We conclude Furla’s appeal is moot and dismiss the appeal.
FACTUAL AND PROCEDURAL BACKGROUND
A. Motion Picture Agreement2
In 2015, Baker Entertainment Group (Baker) and EFO
entered into an agreement to co-finance and co-produce two
feature-length motion pictures titled “Inconceivable” and “Fate.”
However, according to Baker, after it provided the financing for
the first film, EFO failed to perform its obligations under the
agreement.
In 2017, Baker filed a civil action against EFO asserting
causes of action for breach of contract, fraud, and breach of
fiduciary duty. Baker also filed a demand for arbitration with
1 Emmett, a self-represented litigant, did not appeal and is
not a party to this appeal.
2 The background facts are taken from our prior opinion in
Baker Entertainment Group, LLC v. Emmett Furla Oasis Films,
LLC (Sept. 20, 2022, B310721) [nonpub. opn.].)
2
the Independent Film and Television Alliance, International
Arbitration Tribunal, asserting claims against EFO. EFO filed a
counterclaim against Baker in arbitration.
B. Settlement Agreement
In August 2019, the parties entered into a settlement
agreement to resolve all pending and potential claims. Under the
terms of the agreement, EFO was to pay Baker $640,000 within
24 months of the execution of the agreement, with the last
installment payment due August 27, 2021. The settlement
agreement allowed EFO to pay the amount owed in eight
quarterly installments of $80,000 each, with the first payment
due 90 days after execution of the agreement and the remaining
installments payable every three months thereafter.
EFO paid the first installment payment. In February 2020,
before the second installment payment was due, Baker’s
principal, Jonathan Baker, contacted Furla, a principal of EFO,
to discuss the film “Fate,” which Baker was then in the process of
developing and financing. According to Furla, Baker still wanted
EFO to be involved with “Fate” as a co-producer. Furla stated
Baker orally offered to credit the remaining unpaid balance EFO
owed under the settlement agreement in exchange for EFO’s
production services.
After Baker’s counsel, Kevin Koloff, learned of these
discussions, Koloff contacted Furla and informed him that before
the parties could amend the settlement agreement or reach an
agreement to co-produce another film, EFO had to pay the second
installment. Koloff sent additional correspondence to Furla,
stating that Baker’s bank demanded immediate payment of the
second installment and that until EFO made that payment,
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Baker could not continue to discuss co-producing “Fate.” Koloff
warned that if the second installment was not paid by the next
day, Baker would “pursue legal action.”
After EFO failed to make the second installment, Baker
sent EFO a written notice of default. When EFO failed to make
the second payment despite the notice of default, Baker served a
second notice of default, this time demanding that EFO cure the
default within seven business days. EFO did not respond. EFO
also failed to make any payment for the third installment.
C. The Trial Court Enforces the Settlement Agreement and We
Affirm
Baker filed a motion under Code of Civil Procedure
section 664.6 to enforce the terms of the settlement agreement.
The trial court entered a judgment for Baker in the amount of
$560,000 (the remaining unpaid amount) and awarded Baker
$10,855.10 in attorneys’ fees, and interest on the judgment. EFO
appealed and a different panel of this court affirmed. (Baker
Entertainment Group, LLC v. Emmett Furla Oasis Films, LLC
(Sept. 20, 2022, B310721) [nonpub. opn.].)
D. The Trial Court Adds Furla As a Judgment Debtor
In June 2021, Baker and Baker Film Fund, LLC filed a
motion seeking leave to amend the judgment to add Furla and
Emmett as judgment debtors. Before the motion was heard, they
filed a new motion to include testimony from the judgment debtor
examinations of Furla and Emmett.
Baker argued the judgment should be amended to add
Furla and Emmett as alter egos of EFO because Furla “admitted
that he and . . . Emmett ‘use’ Judgment Debtors as shell entities
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to manifest their personal vision for movie and tv productions,”
“EFO was insolvent and owned no assets,” and EFO no longer
controlled the copyrights to the 45 films that EFO had produced
because those copyrights were now controlled by Emmett Furla
Films Holding LLC even though “no one has disclosed any basis
in fact or writing” to show how it obtained the copyrights from
EFO. The motion further argued that Furla “signed the
settlement agreement . . . and bound all three entities himself,”
and that Furla and Emmett “personally depleted or transferred
[EFO’s] funds and use[d] its business accounts without recourse
to fund personal film projects and to pay their lavish expenses or
to fund their numerous subsidiary LLCs.”
EFO opposed. EFO argued the motion was filed because
respondents “ha[ve] yet to collect the entirety of the Judgment,”
and that “EFO suffered unprecedented financial hardship as a
result of the impact of the SARS-CoV-2 coronavirus and the
complete disruption of the global film industry due to the
COVID-19 pandemic. As such, the fact that EFO presently may
have insufficient assets to satisfy Baker’s Judgment is not
sufficient justification to pierce the corporate veil.” EFO also
argued the motion showed “a profound misunderstanding of the
entertainment business, including the development, financing
and production of motion pictures.”
The trial court granted the motion to amend the judgment
to add Furla and Emmett. In a seven-page minute order, the
trial court concluded there was “clear evidence of a unity of
interest” between Furla, Emmett, and the entity defendants,
including EFO, and that it would be “equitable to amend the
judgment” because “adhering to the fiction of the separate
existence . . . would sanction a fraud and promote injustice.”
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Baker filed a proposed judgment, which the trial court
signed the next day. Appellants timely appealed.
DISCUSSION
A. The Appeal Is Moot
After this appeal was filed, Baker filed an acknowledgment
of full satisfaction of judgment by EFO on December 20, 2022. A
second acknowledgement of full satisfaction of judgment was filed
in the superior court on May 15, 2024, which included all the
entity defendants and Furla and Emmett.3 On September 3,
2024, this court sent a letter to the parties inviting them to
submit supplemental letter briefs addressing whether the appeal
was moot in light of the acknowledgment of full satisfaction of
judgment. (Gov. Code, § 68081.) No party filed a supplemental
brief.
“A case is moot when the reviewing court cannot provide
the parties with practical, effectual relief.” (City of San Jose v.
International Assn. of Firefighters, Local 230 (2009)
178 Cal.App.4th 408, 417.) “The underlying policy behind the
mootness doctrine is that courts decide justiciable controversies
and do not normally render . . . advisory opinions.” (In re
Oliveras (2024) 103 Cal.App.5th 771, 776; Hensley v. San Diego
Gas & Electric Co. (2017) 7 Cal.App.5th 1337, 1344 [same]; see
National Ass’n of Wine Bottlers v. Paul (1969) 268 Cal.App.2d
741, 746 [“[a]lthough a case may originally present an existing
issue (as here), if before decision is reached, it has, through acts
3 On our own motion, we take judicial notice of the court
record. (Evid. Code, §§ 452, subd. (d), 453.)
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of the parties or other cause, lost that existent character, it is
rendered moot and may not be considered”].) “The mootness
doctrine permits an appellate court to dismiss proceedings if later
events render it impossible for the appellate court to grant
effective relief.” (Leenay v. Superior Court (2022) 81 Cal.App.5th
553, 573.)
A case may become moot when an acknowledgment of full
satisfaction of judgment is filed. (See Building a Better Redondo,
Inc. v. City of Redondo Beach (2012) 203 Cal.App.4th 852, 865
[“[a]ppellants chose to voluntarily comply with the judgment,
thereby waiving their right to challenge it”].) For example, in
Rancho Solano Master Assn. v. Amos & Andrews, Inc. (2002)
97 Cal.App.4th 681, Amos & Andrews, Inc., a general
construction company, was sued by the Rancho Solano Masters
Association (RSMA) for improper remediation of landslides. The
jury found against Amos & Andrews, and the trial court entered
judgment in favor of RSMA. Amos & Andrews filed a notice of
appeal from the judgment, but before filing its opening brief, it
settled with RSMA. RSMA filed a satisfaction of judgment on
September 21, 1999. The Court of Appeal concluded the appeal
should be dismissed “‘because the satisfaction moots the issues on
appeal.’ [Citations.] The satisfaction of judgment ‘is decisive of
the rights of the parties and bars reopening the issues settled.
Absent a fundamental defect the terms are binding on the
parties.’” (Id. at p. 688.)
Similarly, in Miller v. Cabral (1970) 13 Cal.App.3d 503,
defendant was found liable for injury to a minor who sustained
serious injuries after he fell and his left hand was caught in a hay
feeder. The jury found for plaintiff, and defendant appealed.
During the appeal, the judgment was paid in full. The court
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dismissed the appeal concluding that “an admixture of equity and
pragmatism impels us to hold that either an estoppel or an
implied waiver of the right to appeal arises upon satisfaction of
the judgment. The money having been paid pursuant to court
order, the judgment stands final and satisfied in full.” (Id. at
p. 507; accord, A.L.L. Roofing & Bldg. Materials Corp. v.
Community Bank (1986) 182 Cal.App.3d 356, 359 [“It is well
settled a party who voluntarily complies with the terms of a
judgment impliedly waives the right to appeal”]; accord, 9 Witkin,
Cal. Procedure (6th ed. 2024) Appeal, § 73 [same].)
There are exceptions to the mootness doctrine. For
instance, “courts will generally exercise their discretion to review
a moot case when ‘the case presents an issue of broad public
interest that is likely to recur,’ ‘when there may be a recurrence
of the controversy between the parties,’ or ‘when a material
question remains for the court’s determination.’” (In re D.P.
(2023) 14 Cal.5th 266, 282; accord, Cucamongans United for
Reasonable Expansion v. City of Rancho Cucamonga (2000)
82 Cal.App.4th 473, 479-480.) Another exception is when the
satisfaction of judgment is compelled. (See Ryan v. California
Interscholastic Federation (2001) 94 Cal.App.4th 1033, 1040
[“compliance or satisfaction that is compelled does not constitute
a waiver of the right to appeal”]; accord, Cunningham v.
Magidow (2013) 219 Cal.App.4th 298, 302 [“[b]ecause the court
ordered Cunningham to execute an acknowledgment of full
satisfaction of the judgment, her execution (through counsel) of
the acknowledgment does not render the appeal moot”].)
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We received no response from the parties explaining why
the appeal should not be dismissed as moot.4 This case does not
present an issue of broad public interest likely to recur, and there
are no material questions left for the court to answer in light of
the satisfaction of judgment. The record before us does not
indicate the parties’ dispute is likely to recur, nor that the entity
defendants were compelled to satisfy the judgment. Although
there may be some collateral effects to Furla resulting from the
amended judgment (a matter on which we express no opinion),
these are speculative and not sufficient to overcome mootness.
(See In re D.P., supra, 14 Cal.5th at p. 280 [rejecting arguments
regarding collateral effects of trial court’s decision because
“[t]hese possibilities are too speculative for purposes of avoiding
mootness”].)
4 At oral argument, counsel for Furla argued the trial court’s
alter ego finding may affect other unspecified litigation involving
Furla and that the judgment was paid with seized assets. “We do
not consider arguments that are raised for the first time at oral
argument.” (Haight Ashbury Free Clinics, Inc. v. Happening
House Ventures (2010) 184 Cal.App.4th 1539, 1554 fn. 9; accord,
Estate of McDaniel (2008) 161 Cal.App.4th 458, 463 [“‘It is a
clearly understood principle of appellate review . . . that
contentions raised for the first time at oral argument are
disfavored and may be rejected solely on the ground of their
untimeliness.’”) Further, although Furla had the opportunity to
brief mootness and whether any exceptions applied, he did not
submit any argument or request for judicial notice in support of
his contentions.
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DISPOSITION
The appeal is dismissed as moot. The parties are to bear
their own costs on appeal.
MARTINEZ, P. J.
We concur:
SEGAL, J.
FEUER, J.
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