Gerritsen v. Warner Bros. Entertainment Inc.
112 F. Supp. 3d 1011
C.D. Cal.2015Background
- Plaintiff Tess (Terry) Gerritsen, author of a 1999 novel titled Gravity, sued Katja Motion Picture Corp., New Line Productions, Inc., and Warner Bros. (WB) alleging WB produced a 2013 film (Gravity) that used material from her book and that she had a 1999 contract with Katja (and a guaranty from New Line) entitling her to payment/credit if a motion picture was produced.
- Gerritsen alleges Katja was a shell/subsidiary of New Line, that New Line and Katja later became owned/controlled by WB (post-2008), and thus WB effectively controlled the rights and should be liable under the contract or guaranty.
- Defendants moved to dismiss under Rule 12(b)(6) and submitted multiple exhibits and declarations; Gerritsen opposed and sought judicial notice of many external documents/web pages.
- The court limited what extrinsic materials it would consider on a 12(b)(6) motion, denied most judicial-notice requests (news articles, third‑party websites, party websites and SEC filings only for their existence, not truth), and excluded counsel‑prepared comparison charts and other argumentative exhibits.
- On the merits, the court found Gerritsen failed to plead a plausible contract/guaranty claim against WB under traditional contract principles and rejected her alternative theories of successor‑in‑interest, alter‑ego (veil‑piercing), and agency as insufficiently pleaded.
- The complaint was dismissed with leave to amend; the court denied discovery at this stage because Gerritsen had not pleaded plausible claims to justify unlocking discovery.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Can court consider exhibits and take judicial notice on a 12(b)(6) motion? | Exhibits and web sources show facts (e.g., corporate control/merger, public statements) that support Gerritsen's claims and should be considered. | Most exhibits are evidentiary, unauthenticated, or from third‑party/party websites and cannot be judicially noticed for truth; consideration would convert motion to summary judgment. | Court declined to consider most exhibits; took judicial notice only of government records and its own docket; refused to accept press/website content for truth. |
| Does Gerritsen state a breach of contract/guaranty claim against WB directly? | WB assumed Katja/New Line obligations (via acquisition) or otherwise is liable because it produced the Film based on the Book. | Contract/guaranty were with Katja and New Line; WB is not a party, so Gerritsen hasn't alleged WB was bound. | Court: No plausible allegation WB was party to contract; claim fails absent viable vicarious liability theory. |
| Can WB be liable as a successor-in-interest? | WB acquired New Line/Katja and thus assumed their rights/obligations or is a de facto successor/merger/mere continuation/transfer to escape liability. | Allegations are conclusory; no facts about the transaction, consideration, or inadequate consideration; successor theories not pleaded. | Court: Successor‑in‑interest theories inadequately pled (assumption, de facto merger, mere continuation, fraudulent transfer all fail). |
| Can WB be held liable under alter‑ego (veil‑piercing) or agency theories? | WB dominated/controlled New Line/Katja (common address, counsel, shared operations); therefore unity of interest and inequitable result justify piercing or agency liability. | Allegations are conclusory; no specific facts (commingling, undercapitalization, domination details) to meet Rule 8. | Court: Alter‑ego and agency allegations are conclusory and do not plausibly plead required elements; claims dismissed. |
| Is discovery warranted to develop facts on corporate control and transactions? | Plaintiff requests discovery to obtain corporate documents to support successor/alter‑ego/agency theories. | Defendants oppose as premature; plaintiff must plausibly plead before discovery is opened. | Court: Denied discovery at this pleading stage; Rule 8 requires plausible allegations before unlocking discovery. |
Key Cases Cited
- Van Buskirk v. Cable News Network, Inc., 284 F.3d 977 (9th Cir. 2002) (courts generally consider only complaint and incorporated documents on Rule 12(b)(6)).
- United States v. Ritchie, 342 F.3d 903 (9th Cir. 2003) (documents incorporated by reference and matters subject to judicial notice may be considered on motion to dismiss).
- Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (U.S. 2007) (plausibility pleading standard for complaints).
- Ashcroft v. Iqbal, 556 U.S. 662 (U.S. 2009) (conclusory allegations insufficient to meet Rule 8 plausibility standard).
- No Cost Conference, Inc. v. Windstream Communications, Inc., 940 F. Supp. 2d 1285 (S.D. Cal. 2013) (successor‑in‑interest pleading requires facts showing assumption or merger/consolidation circumstances).
- Ray v. Alad Corp., 19 Cal.3d 22 (Cal. 1977) (California successor liability standards: assumption, consolidation/merger, mere continuation, fraudulent transfer).
- Mesler v. Bragg Management Co., 39 Cal.3d 290 (Cal. 1985) (elements and narrow application of alter‑ego/piercing doctrine).
- United States v. Bestfoods, 524 U.S. 51 (U.S. 1998) (parent company liability principles and when a parent may be liable for subsidiary acts).