Case 2:12-cv-05948-GHK-JC Document 59 Filed 11/26/12 Page 1 of 16 Page ID #:589

1 ROBERT J. ALLAN, ESQ. (SBN 119010)

allan@rjallanlaw.com
2
ALLAN LAW GROUP P.C.
3 22631 Pacific Coast Hwy, # 388
Malibu, CA 90265
4
Telephone: (310) 456-3024 ext 107
5 Facsimile: (310) 317-0484
6
Attorneys for Plaintiff, BEDROCK VENTURES, INC.
7
8 UNITED STATES DISTRICT COURT
9 CENTRAL DISTRICT OF CALIFORNIA
10
11 BEDROCK VENTURES, INC., a ) CASE NO. 12-CV-05948 GHK(JCx)
12 California corporation, )
)
13 Plaintiff, ) PLAINTIFFS OPPOSITION TO
14 ) DEFENDANTS MOTION TO
vs. ) VACATE DEFAULT AND SET
15 ) ASIDE JUDGEMENT;
16 TRUMAN PRESS, INC., an Arkansas ) MEMORANDUM OF POINTS
corporation, dba HANNOVER HOUSE, ) AND AUTHORITIES;
17 dba HANNOVER; HANNOVER ) DECLARATIONS OF FOTIS
18 HOUSE RELEASING, LLC, a ) GEORGIADIS AND ROBERT J.
Delaware limited liability company, also ) ALLAN IN SUPPORT THEREOF
19 dba HANNOVER HOUSE; )
20 HANNOVER HOUSE, INC., a )
Wyoming corporation f/k/a/ TARGET ) Date: December 17, 2012
21 DEVELOPMENT GROUP, INC., also ) Time: 10:00 a.m.
22 dba HANNOVER HOUSE; and DOES ) Place: Ctrm 650
1 through 10, inclusive, ) Roybal Building
23 ) 255 E. Temple St.
24 Defendants. ) Los Angeles, CA
________________________________ )
25
26
27
28

PLAINTIFFS OPPOSITION TO DEFENDANTS MOTION TO VACATE DEFAULT AND SET

ASIDE JUDGEMENT
Case 2:12-cv-05948-GHK-JC Document 59 Filed 11/26/12 Page 2 of 16 Page ID #:590

1 TABLE OF CONTENTS
2
3 I. OVERVIEW OF ARGUMENT ................................................................. 1
4 II. BACKGROUND .......................................................................................... 3
5 III. ARGUMENT ............................................................................................... 6
6 A. Defendants Engaged in Culpable Conduct that Led to
7 The Defaults ....................................................................................... 7
8 B. Defendants Motion Falls Far Short of Demonstrating a
9 Meritorious Defense .......................................................................... 8
10 1. Defendants cannot allege facts that would support
11 A prima facie defense .................................................................... 8
12 2. Defendants reference to a Consulting Services Agreement
13 is a desperate red herring meant to distract the Court ................. 10
14 3. Defendants have no defense by pointing a finger at 20th
15 Century Fox ................................................................................. 11
16 4. Defendants waived its right to contest the venue ...................... 12
17 C. Reopening the default judgment would prejudice Bedrock ....... 12
18 IV. CONCLUSION .......................................................................................... 13
19
20
21
22
23
24
25
26
27
28
i
PLAINTIFFS OPPOSITION TO DEFENDANTS MOTION TO VACATE DEFAULT AND
SET ASIDE JUDGEMENT
Case 2:12-cv-05948-GHK-JC Document 59 Filed 11/26/12 Page 3 of 16 Page ID #:591

1 TABLE OF AUTHORITIES
2
3 FEDRAL CASES
4
5 Clover Leaf Freight Lines, Inc. v. Pacific Coast Wholesales Assn
6 166 F,3d 525 (7th Cir. 1948) ........................................................................ 12
7 Direct Mail Specialists, Inc. v. Eclat Computerized Techs, Inc.
8 80 F.2d 685 (9th Cir. 1988) ............................................................................ 7
9 Franchise Holding II, LLC v. Huntington Rest. Group, Inc.
10 375 F.3d 922 (9th Cir.2004) ................................................................... 6, 7, 8
11 Hawaii Carpenters Trust Funds v. Stone
12 794 F.2d 508 (9th Cir. 1994) ........................................................................ 12
13 Jones v. Phipps.
14 39 F.3d 158 (7th Cir. 1994) .......................................................................... 12
15 Madsen v. Bumb
16 419 F.2d 419 F.2d 4 (9th Cir. 1969)............................................................... 8
17 TCI Group Life Ins. Plan v. Knoebber
18 244 F.3d 691 (9th Cir. 2001) ........................................................................ 12
19
20 FEDRAL STATUTES
21 Fed. R. Civ. P. 55(c) ............................................................................................. 6
22 Fed. R. Civ. P. 60(b)(1) .................................................................................... 6, 7
23
24 STATE STATUTE
25 Cal. Civ. Code 1624............................................................................................ 11
26 Cal. Civ. P. 339 ................................................................................................... 11
27
28
ii
PLAINTIFFS OPPOSITION TO DEFENDANTS MOTION TO VACATE DEFAULT AND
SET ASIDE JUDGEMENT
Case 2:12-cv-05948-GHK-JC Document 59 Filed 11/26/12 Page 4 of 16 Page ID #:592

1 Despite knowing about this lawsuit since at least July 16, 2012, the
2 Defendants waited in the weeds until judgment was entered against them before
3 popping their heads into court seeking relief. Each of the Defendants is a
4 sophisticated entity in the entertainment industry familiar with legal
5 representation, the laws, and the judicial system. The Defendants were put on
6 notice of the Complaint on June 25, 2012 before the Complaint was even filed;
7 emailed the Plaintiff citing the court and case number of the lawsuit on July 16,
8 2012; included the existence of the lawsuit in its public financial disclosures on
9 July 17, 2012; and then intentionally ignored the Courts summons when served
10 on each of them in August 2012. Default Judgment was not entered until
11 November 7, 2012- months after the Defendants were served with the summons
12 and complaint in this action.
13 Defendants rambling Motion to Vacate Default and Set Aside Judgment
14 (Motion) does not set forth a single meritorious defense to the claims Plaintiff
15 Bedrock Ventures, Inc. (Bedrock) alleged against each of the Defendants in this
16 lawsuit, any meritorious excuse for ignoring the Courts summons and the
17 Plaintiffs complaint, or any good cause to set aside the judgment entered by the
18 Court. The Motion should be denied and the evidence submitted in support
19 thereof, which is easily contradicted by documentary evidence, should be seen as
20 contempt of this Court.
21 I. OVERVIEW OF ARGUMENT
22 The Motion submitted by Defendants Truman Press, Inc. (Truman
23 Press), Hannover House Releasing, LLC (HHRL), and Hannover House, Inc.
24 (Hannover House) (collectively Defendants) contains inaccurate, immaterial,
25 and unsupported information that has no bearing on the judgment that was
26 entered against the Defendants or the Finance Agreement among the parties. The
27 relevant facts before the Court are simple:
28
1
PLAINTIFFS OPPOSITION TO DEFENDANTS MOTION TO VACATE DEFAULT AND
SET ASIDE JUDGEMENT
Case 2:12-cv-05948-GHK-JC Document 59 Filed 11/26/12 Page 5 of 16 Page ID #:593

1 (1) Bedrock advanced $500,000 on Defendants behalf in March 2010

2 and Defendants have failed and/or refused to repay Bedrock by December 31,
3 2010 as Defendants agreed to do in a Film Distribution Finance Agreement, as
4 amended, which contained an integration clause (Finance Agreement).
5 [Georgiadis Decl., 4, Ex 1, Finance Agreement.]
6 (2) In 2011, Bedrock attempted to settle the matter with the Defendants
7 and the parties negotiated and entered into a Settlement Agreement. After one
8 payment of $25,000, the Defendants breached the Settlement Agreement and did
9 not pay Bedrock the remaining balance of $475,000. [Georgiadis Decl., 7,8 &
10 Exh. 2, Settlement Emails]
11 (3) Defendants were each properly served with the summons and
12 complaint in August 2012. [Motion, pg. 8:4 11.] Defendants demonstrated
13 knowledge of the lawsuit in emails and company filings. [See Georgiadis Decl.,
14 10, 11, Exh. 3 & 4, July 16, 2012 Email and Disclosure Statements.]
15 (4) Defendants are familiar with counsel and the judicial system.
16 [Motion, pg. 11:18 20.] Defendants employed an attorney to negotiate the
17 Finance Agreement and are not strangers to employing legal counsel. In fact, the
18 vice-president of Defendant Truman Press, Donald Frederick Shefte aka Fred
19 Shefte (Shefte) was an attorney licensed to practice law in California.
20 [Georgiadis Decl., 12.]
21 (5) Defendants have not provided a single reason why Defendant and
22 Defendants counsel did not contact Plaintiffs counsel prior to entry of default
23 even though Plaintiffs counsel mailed the Complaint to Defendants in June 2012
24 before filing the lawsuit. [See Motion.]
25 (6) Contrary to Defendants claims, no good faith negotiations took
26 place after Bedrock served Defendants with the Complaint. [Georgiadis Decl.,
27 13.] Even if negotiations were occurring, which Bedrock adamantly denies,
28
2
PLAINTIFFS OPPOSITION TO DEFENDANTS MOTION TO VACATE DEFAULT AND
SET ASIDE JUDGEMENT
Case 2:12-cv-05948-GHK-JC Document 59 Filed 11/26/12 Page 6 of 16 Page ID #:594

1 Defendants could not ignore a judicial summons based on imagined settlement

2 negotiations.
3 (7) Defendants have continued to represent to Bedrock that they will
4 submit to Bedrock a written settlement offer, but no written settlement offer was
5 or has been forthcoming and judgment has now been entered against the
6 Defendants and in favor of Bedrock.
7 The Defendants engaged in culpable conduct when they failed to respond
8 to the Summons and Complaint, which led to the default. The Defendants have
9 failed to put forth a meritorious defense for their breach of the Finance
10 Agreement and reopening the Default Judgment will prejudice Bedrock. The
11 Motion should be recognized as an abuse of the judicial system and a tactic to
12 further delay repayment of $475,000 owed by Defendants to Bedrock, and denied
13 accordingly.
14
15 II. BACKGROUND
16 On January 29, 2010 Hannover House1 agreed to pay $1,750,000 to
17 Gaumont, including an initial deposit of $500,000, for the exclusive North
18 American distribution rights for the feature film Twelve. [Parkinson Decl., 8.]
19 On the same day, Defendants entered into a Finance Agreement with Bedrock to
20 obtain the $500,000 Defendants needed to pay the initial deposit to Gaumont.
21 [Georgiadis Decl., 4, Exh. 1.]
22 On March 5, 2010, Bedrock wired $500,000 directly to Gaumont on behalf
23 of Hannover House. [Motion, pg. 10:18-19; Decl. Georgiadis, 5.] Pursuant to
24 the Finance Agreement, Defendants were required to repay the $500,000 to
25
26 1
As explained at length from page 9 line 15 through page 10 line 11 in the Motion, the
27 Defendants are interconnected entities that do business together and each hold
themselves out to the public as Hannover House.
28
3
PLAINTIFFS OPPOSITION TO DEFENDANTS MOTION TO VACATE DEFAULT AND
SET ASIDE JUDGEMENT
Case 2:12-cv-05948-GHK-JC Document 59 Filed 11/26/12 Page 7 of 16 Page ID #:595

1 Bedrock by December 31, 2010. [Georgiadis Decl., Exh. 1, Finance Agreement,

2 subparagraph 5(a).] The Defendants did not repay the $500,000 by December 31,
3 2010. [Georgiadis Decl., 6, 9.]
4 In approximately April 2011 the parties negotiated a settlement agreement
5 and workout plan whereby Bedrock would be repaid the $500,000 plus interest, in
6 addition to other monies owed to Bedrock, in the form of a payment plan with
7 $25,000 being due each month for three months and the rest being subject to a
8 stipulated entry of judgment. [Georgiadis Decl., 7 & Exh. 2.] After making one
9 payment of $25,000, the Defendants stopped making payments and would not
10 stipulate to an entry of judgment. [Georgiadis Decl., 8.] To date, the
11 Defendants still owe Bedrock $475,000 of the principal $500,000 loaned by
12 Bedrock to Defendants. [Id.]
13 On or about June 25, 2012, Robert J. Allan of Allan Law Group P.C.,
14 counsel for Bedrock (ALG), sent a letter to Eric Parkinson, CEO of Hannover
15 House, advising Hannover House of Bedrocks intent to file a lawsuit against it if
16 Defendants did not make a good faith proposal to pay the money owed to
17 Bedrock. [Allan Decl., 3, Exh. 6, June 25, 2012 Letter.] The June 25, 2012
18 Letter was ignored. [Allan Decl., 5.]
19 ALG filed the current lawsuit on Bedrocks behalf against the Defendants
20 on July 11, 2012. [Allan Decl., Exh. 7, Docket.]
21 On July 16, 2012, Eric Parkinson, President of Truman Press and Hannover
22 House sent an email to Fotis Georgiadis, President of Bedrock, complaining about
23 the lawsuit Bedrock filed against Hannover House. [Georgiadis Decl., 10, Exh.
24 3, Email chain dated July 16, 2012.] Mr. Parkinsons email included the case
25 number, filing date, plaintiff, defendants, court, presiding judge, and nature of the
26 suit. [Id.]
27
28
4
PLAINTIFFS OPPOSITION TO DEFENDANTS MOTION TO VACATE DEFAULT AND
SET ASIDE JUDGEMENT
Case 2:12-cv-05948-GHK-JC Document 59 Filed 11/26/12 Page 8 of 16 Page ID #:596

1 On July 17, 2012 Hannover House filed a Company Information and

2 Disclosure Statement with the OTC Disclosure and News Service, wherein it
3 reports it has been advised through shareholders that a legal action has been filed
4 in California by Bedrock Ventures against Company, ostensibly seeking a return
5 of the portion of funds provided to Company by Bedrock. [Georgiadis Decl.,
6 11, Exh. 4, Hannover House, Inc. Company Information and Disclosure
7 Statement.]
8 All three defendants were served with a Summons and Complaint in this
9 action in August 2012. [Allan Decl., Exh. 7, Docket; Motion, pg. 8:4-11.] HHRL
10 was served on August 8, 2012. [Motion, pg. 8:4-8.] Its answer was due on
11 August 29, 2012. [Allan Decl., Exh. 7, Docket.] HHRL failed to answer or
12 otherwise respond by this date. [Id.] Approximately two weeks later on
13 September 12, 2012, a default was entered against HHRL. [Id.] Truman Press
14 and Hannover House were served on August 28, 2012. [Motion, pg. 8:9 - 13.]
15 Their answers were due on September 18, 2012. [Allan Decl. Exh. 7, Docket.]
16 Both failed to answer or otherwise respond by this date. [Id.] The Clerk entered a
17 default against Truman Press and Hannover House on September 20, 2012. [Id.]
18 None of the Defendants contacted counsel for Bedrock prior to the time each
19 Defendants answer was due. [Decl. Allan, 5.]
20 Mr. Parkinson conversed with Mr. Georgiadis up until October 5, 2012
21 regarding the money owed by Defendants to Bedrock; however, no good faith
22 negotiations occurred. [Georgiadis Decl., 13.] In fact, on October 5, 2012 Mr.
23 Georgiadis replied in part to the suggestion there had been good faith discussions,
24
I have no idea what your [sic] talking about as far as good
25
faith. You never made any good faith other than delaying
26 [sic] every day for months on end to try to offer something in
writing which you never did.
27
[Georgiadis Decl., 13, Exh. 5, Email chain dated October 5, 2012).]
28
5
PLAINTIFFS OPPOSITION TO DEFENDANTS MOTION TO VACATE DEFAULT AND
SET ASIDE JUDGEMENT
Case 2:12-cv-05948-GHK-JC Document 59 Filed 11/26/12 Page 9 of 16 Page ID #:597

1 On October 17, 2012, approximately a month after the last of the

2 Defendants answers were due, counsel for Bedrock filed an Application for
3 Default Judgment against each of the Defendants (ALG had also filed an
4 Application for Default Judgment several days earlier, but the Court issued a
5 Notice of Deficiency.) [Allan Decl., Exh. 7, Docket.] Judgment was entered
6 against the Defendants on November 5, 2012. [Id.]
7 In the approximately three months since the Defendants were served with
8 the Summons and Complaint, they did not file an Answer. [Id.] Furthermore, no
9 proposed Answer was filed with Defendants moving papers.
10
11 III. ARGUMENT
12 Under the Federal Rules of Civil Procedure 55(c) and 60(b)(1), the court
13 may set aside default for good cause shown. In analyzing good cause
14 considerations, the court is free to deny a Motion to set aside if it finds (1) the
15 Defendants engaged in culpable conduct that led to the default, (2) Defendants
16 did not have a meritorious defense; or (3) reopening the default judgment would
17 prejudice Bedrock. Franchise Holding II, LLC v. Huntington Rest. Group, Inc.,
18 375 F.3d 922, 926 (9th Cir. 2004) (upholding the trial courts denial of a motion to
19 set aside judgment under Fed. R. Civ. P. 55(c) and 60(b)(1) where Defendant
20 owed Plaintiff a sum certain for unrepaid loans Plaintiff made to Defendant,
21 Defendant was properly served, the Parties attempts to negotiate a settlement
22 soured, Plaintiffs Application for Entry of Default was granted, and months later
23 on the same day that Plaintiff file an Application for Entry of Default Judgment,
24 Defendant filed a Motion to set aside default.)
25 ///
26 ////
27
28
6
PLAINTIFFS OPPOSITION TO DEFENDANTS MOTION TO VACATE DEFAULT AND
SET ASIDE JUDGEMENT
Case 2:12-cv-05948-GHK-JC Document 59 Filed 11/26/12 Page 10 of 16 Page ID #:598

1 A. Defendants Engaged in Culpable Conduct that Led to the

2 Defaults.
3 If a defendant has received actual or constructive notice of the filling of
4 the action and failed to answer, its conduct is culpable. Id. at 926. (citing Direct
5 Mail Specialists, Inc. v. Eclat Computerized Techs, Inc., 80 F.2d 685, 690 (9th Cir.
6 1988) in upholding the trial courts finding that defendants failure to seek an
7 extension of time for filing a responsive pleading was culpable conduct.) There
8 was no mistake, inadvertence, surprise, or excusable neglect in Defendants
9 failure to answer the Complaint. See Fed. R. Civ. Proc. 60(b)(1).
10 Defendants do not deny they were served with the Summons and
11 Complaint in August. [Motion, pg. 8:4-13.] Mr. Parkinson, the CEO of Hannover
12 House, Inc. and Truman Press, Inc., stated under penalty of perjury that the
13 August 28, 2012 service date was the first time he became aware Bedrock had
14 filed a lawsuit against Hannover House. That is demonstrably false. The
15 Defendants were well aware of the lawsuit as early as June 2012 and by no later
16 than July 16, 2012 Mr. Parkinson was sent a copy of the Complaint on or about
17 June 25, 2012 before it was filed and Mr. Parkinson himself acknowledged the
18 case number, filing date, plaintiff, defendants, court, presiding judge, and nature
19 of the suit of the lawsuit in an email to Bedrock on July 16, 2012 and again in the
20 companys public financial disclosures on July 17, 2012. [Georgidias Decl.,
21 10, 11 & Exh. 3, 4, July 16, 2012 email and Disclosure Statement; Allan Decl.,
22 Ex. 6, June 25, 2012 Letter.]
23 Defendants do not claim that anything restricted the Defendants from
24 timely responding to the Complaint. [See Motion.] Defendants do not claim to
25 nor did they contact Bedrock or counsel for Bedrock seeking an extension of
26 time. [Allan Decl., 5.]
27
28
7
PLAINTIFFS OPPOSITION TO DEFENDANTS MOTION TO VACATE DEFAULT AND
SET ASIDE JUDGEMENT
Case 2:12-cv-05948-GHK-JC Document 59 Filed 11/26/12 Page 11 of 16 Page ID #:599

1 Contrary to Mr. Parkinsons false statement under oath, Mr. Parkinson had
2 notice of the lawsuit approximately two (2) months before the defaults of the
3 Defendants were entered. Defendants conduct is culpable they ignored a
4 Summons and Complaint despite ample notice and knowledge and did not ask for
5 an extension to answer - and on that basis alone, Defendants Motion should be
6 denied.
7 B. Defendants Motion Falls Far Short of Demonstrating a
8 Meritorious Defense.
9 To justify vacating a default judgment, the Defendants must present the
10 district court with specific facts that constitute a defense. Franchise Holding II,
11 LLC, 375 F.3d at 926 (citing Madsen v. Bumb, 419 F.2d 4, 6 (9th Cir. 1969). Here,
12 Defendants claim their defenses are (1) Bedrock should have given Defendants
13 more money and therefore Defendants may have counterclaims against Bedrock,
14 (2) because Defendants assigned the distribution rights to 20th Century Fox,
15 Defendants are no longer responsible to repay Bedrock, and (3) venue is
16 inappropriate. Counter-claims are not the same as complete defenses. All of
17 these thoughts are put forth without legal authority or competent admissible
18 evidence. Even giving Defendants the benefit of the doubt and construing all
19 possible facts in their favor, Defendants have failed to put forth facts that would
20 establish the prima facie elements needed to support a cause of action, whether
21 based in contract or tort. None of these claims constitute specific facts supporting
22 a defense to Defendants breach of contract for failure to repay Bedrock $475,000
23 of money loaned.
24 1. Defendants cannot allege facts that would support a prima
25 facie defense.
26 Defendants cannot show a complete defense to the Breach of Contract
27 claim for Defendants failure to repay $475,000 of the $500,000 promissory note
28
8
PLAINTIFFS OPPOSITION TO DEFENDANTS MOTION TO VACATE DEFAULT AND
SET ASIDE JUDGEMENT
Case 2:12-cv-05948-GHK-JC Document 59 Filed 11/26/12 Page 12 of 16 Page ID #:600

1 with extraneous claims of a larger transaction not even referenced in the Finance
2 Agreement because the Finance Agreement is fully integrated:
3
4 This Agreement, and all references, documents or instruments
referred to herein, contains the entire agreement and
5
understanding of the Parties hereto in respect to the subject
6 matter contained herein. The Parties have expressly not relied
upon any promises, representations, warranties, agreements,
7
covenants, or undertakings other than those expressly set forth
8 or referenced to herein. This Agreement supersedes any and all
prior written or oral agreements, understandings, and
9
negotiations between the Parties with respect to the subject
10 matter contained herein.
11
[Georgiadis Decl., Exhibit 1, Finance Agreement, Section 15, pg. 17.] The
12
Finance Agreement makes clear in all caps that the Finance Agreement cannot be
13
contradicted by other alleged prior oral agreements:
14
15
THIS AGREEMENT AND THE OTHER CLOSING
16 DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE
17
CONTRIDICTED BY EVIDENCE OF PRIOR
18 CONTEMPORANEOUS OR SUBSEQUENT ORAL
19 AGREEMENTS OF THE PARTIES TO THIS AGREEMENT.
THERE ARE NOT UNWRITTEN ORAL AGREEMENTS
20 BETWEEN THE PARTIES.
21
[Id., Section 26, pg. 19.] Furthermore, the Finance Agreement specifically
22
provides that the Financier (Bedrock) shall make an advance of $500,000 directly
23
to the Licensor (Gaumont) on behalf of the Distributor (Hannover House). [Id.,
24
pg. 1, 4.] The Finance Agreement also specifically provides the $500,000 is to
25
be repaid to Bedrock in full by December 31, 2010:
26
27
28
9
PLAINTIFFS OPPOSITION TO DEFENDANTS MOTION TO VACATE DEFAULT AND
SET ASIDE JUDGEMENT
Case 2:12-cv-05948-GHK-JC Document 59 Filed 11/26/12 Page 13 of 16 Page ID #:601

1 Without regard to whether the Picture [Twelve] is ever released

or distributed or whether any Gross Receipts or Gross Picture
2
Revenues are ever generated with regard to the Picture,
3 Distributor [Hannover House] will and does hereby
unconditionally agree to repay to Financier [Bedrock], in full,
4
the $500,000 Advance to Financier [Bedrock] by no later than
5 December 31, 2010.
6 [Id., pg. 12, Section 5(a).]
7 The Finance Agreement was signed on behalf of Truman Press, Inc. (dba
8 Hannover House) by President Eric Parkinson and Vice President Fred Shefte
9 and was signed on behalf of Hannover House Releasing, LLC (dba Hannover
10 House) by Manager/Member Eric Parkinson and Manager/Member Fred Shefte.
11 [Id. pg. 20.] The First Addendum to Film Distribution Finance Agreement,
12 section 5, incorporates by reference the integration paragraphs of the Finance
13 Agreement. Id. So does the First Amendment to the First Addendum. [Id.]
14 The Parties intent in the Finance Agreement is clear and explicit and does
15 not involve an absurdity, therefore, the language governs the intention of the
16 parties. See Cal. Civ. Code 1638. Defendants agreed to repay the $500,000 by
17 December 31, 2010, and no other prior written or oral agreement could effect this
18 obligation.
19 2. Defendants reference to a Consulting Services Agreement is a
20 desperate red herring meant to distract the Court.
21 The Defendants attempt to confuse the Court by referring to a Consulting
22 Services Agreement allegedly entered into by the parties on November 24, 2009,
23 which could give rise to defenses or counterclaims for breach of contract or
24 fraud. [Motion, pg. 15:26 16:1-17.] The Consulting Services Agreement was
25 never signed by or agreed to by Bedrock. [See Parkinson Decl., Exh 1,
26 Consulting Services Agreement, pg. 7; Georgiadis Decl., 14.] Contrary to
27 Defendants misstatement of the terms in the unsigned Consulting Services
28
10
PLAINTIFFS OPPOSITION TO DEFENDANTS MOTION TO VACATE DEFAULT AND
SET ASIDE JUDGEMENT
Case 2:12-cv-05948-GHK-JC Document 59 Filed 11/26/12 Page 14 of 16 Page ID #:602

1 Agreement, Bedrock was not required to raise $1,500,000 for Hannover House.
2 [See Motion, pg. 16:10-15.] The Consulting Services Agreement in fact states
3 Bedrock was to use its best efforts to introduce Hannover House to investors,
4 with the goal of having them invest as much as $1,500,000 in the company.
5 [Parkinson Decl., Exh 1, Consulting Services Agreement, pg. 3, Section 2.00.]
6 In the absence of a signed agreement the statute of frauds prevents such an
7 action and the statute of limitations for bringing an action on any oral agreement
8 has long since run. See Cal. Civ. Code 1624; Cal. Code Civ. P. 339. Further,
9 the Motion does not set forth the prima facie elements necessary to support any
10 contract or tort cause of action arising from a Consulting Services Agreement,
11 whether or not it was agreed to or signed by Bedrock. For example, the prima
12 facie element of damages to the Defendants is missing, among other elements. In
13 short, Defendants are merely trying to manufacture a cause of action or defense
14 where none exists factually or legally. Defendants purported reliance on an
15 alleged prior agreement is of no force or effect on the claims asserted by Bedrock
16 in the Complaint.
17 3. Defendants have no defense by pointing a finger at 20th
18 Century Fox.
19 Not only do Defendants put forth this argument without an iota of law or
20 admissible evidence to state a defense, but the argument is not a defense. Under
21 the Finance Agreement, Defendants, not 20th Century Fox, are liable for repaying
22 $500,000 to Bedrock. Defendants seem to be putting forth the idea without any
23 admissible evidence that an offset occurred when Defendants entered an
24 agreement with 20th Century Fox. No offset occurred and Bedrock is still without
25 $475,000 Bedrock loaned to Defendants.
26 ///
27 ///
28
11
PLAINTIFFS OPPOSITION TO DEFENDANTS MOTION TO VACATE DEFAULT AND
SET ASIDE JUDGEMENT
Case 2:12-cv-05948-GHK-JC Document 59 Filed 11/26/12 Page 15 of 16 Page ID #:603

1 4. Defendants waived its right to contest the venue.

2 Defendants are not claiming there is any defect in the issuance of the
3 default judgment. Defendants want the default judgment set aside because they
4 neglected to timely respond. Defendants waived any right to now contest venue.
5 See Clover Leaf Freight Lines, Inc. v. Pac. Coast Wholesalers Assn, 166 F.3d
6 626, 632 (7th Cir. 1948) (finding that when the only defect in a default judgment
7 is that the court lacked proper venue, then Defendants non-appearance
8 constitutes a waiver of any alleged venue defect, and the default stands.)
9 Regardless of whether or not a venue issue even exits, such an issue is not
10 grounds to set aside a default judgment because there is no showing that a change
11 of venue will make the result at trial different from that reached by default. See
12 Hawaii Carpenters Trust Funds v. Stone, 794 F.2d 508, 513 (9th Cir. 1986).
13 Without such a showing, relief from a default judgment should be denied. See
14 Jones v. Phipps, 39 F.3d 158, 165-166 (7th Cir. 1994).
15 Defendants Motion should be denied because it does not meet the
16 Defendants burden to show they have a meritorious defense. See Hawaii
17 Carpenters Trust Funds, 794 F.2d at 513; See Jones, 39 F.3d at 165-166.
18 C. Reopening the default judgment would prejudice Bedrock.
19 There is an important public interest in the finality of judgments. See TCI
20 Group Life Ins. Plan v Knoebber, 244 F.3d 691, 696 (9th Cir. 2001). Bedrock has
21 been owed $475,000 by Defendants for over two years, has attempted to settle
22 with Defendants only to have the Settlement breached, and when Bedrock finally
23 sought the courts assistances, Defendants willfully failed to appear despite
24 knowledge of the lawsuit. Reopening the default judgment will only further delay
25 Defendants repayment of the money owed to Bedrock.
26 ///
27 ///
28
12
PLAINTIFFS OPPOSITION TO DEFENDANTS MOTION TO VACATE DEFAULT AND
SET ASIDE JUDGEMENT
Case 2:12-cv-05948-GHK-JC Document 59 Filed 11/26/12 Page 16 of 16 Page ID #:604