4DCA Division 1 Oral Argument - 2026/03/09 - Mar 09, 2026

argument

4DCA Division 1 Oral Argument - 2026/03/09

California Fourth District Court of Appeal, Division One 3h 26m 7 chapters transcribed 1 month ago official recording ↗

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Transcript generated automatically by AI and may contain errors.

What administrative instructions are given to the attorneys at the start of the hearing?

Unknown 4:08

Six in the

Eric Trent 4:09

six in the afternoon.

Unknown 4:48

Council for Clark and Ray. Yeah.

Unknown 7:04

Morning, welcome to the court of appeal. Just a few things before we get started this morning. When you push the podium, please make sure you adjust it using the switch right here on the right side. So the microphone is playing at your chin. If you don't, the justices will not be able to hear you and they'll stop you in an argument to properly adjust it. If you have used the restroom, uh the only restroom is located outside the courtroom, so if you come back to your screen and we'll

Eric Trent 7:26

court some session, is keep popping loans down to a

Unknown 7:28

minimum.

Eric Trent 7:29

Uh well at the side of the script might write. Any questions before we get started?

Stephen Blake 7:37

What do this first? Is that is that That's Jen.

Unknown 9:19

Nice.

Unknown 11:02

The superior court feels like that.

Unknown 11:23

Yeah, I see that.

Max Weiss 12:29

All right.

Unknown 12:31

The Court of Appeal of the State of California, Fourth of Public District, Division One, is now in session with the Honorable Judith Hall presiding. Please be seated. Good morning. Welcome to the Court of Appeal. Uh with me on this panel are Justice Kelly to my right. And Justice Castillo to my left. We do have uh panel change, but on all of the cases keep in mind we're very familiar with your briefs and with the uh case. So just highlight those issues you feel are most important. Are you here on Clark versus U?

Max Weiss 13:06

Yes, your honor.

Unknown 13:07

All right, you may proceed. Please state your appearance and let us know if you wish to reserve time to respond.

Stephen Blake 13:16

Thank you, Your Honors. Stephen Blake from Simpson Thatcher and Bartlett. On behalf of appellants John Clark and Change Pharma, I'd like to reserve three minutes. All right. May it please the court? The Superior Court's two page MSJ decision ignored multiple factual disputes and misapplied the law across all of plaintiffs' claims. But there is one fundamental error. that permeates the court's analysis across all claims. Judge Pollock approached dependence claims like we were seeking specific performance for a breach of contract. This is not our case. We sued here because long time entrepreneurial partners reached an agreement to work together to found a new company called Change Pharma.

Unknown 14:04

Well the question was is for me at least. Did they reach an agreement?

Stephen Blake 14:10

That that is a key question, Your Honor. Um there is significant there

Unknown 14:15

were material terms that hadn't been agreed upon. In fact I as I recall there was a lot of back and forth about how much money was supposed to go into it on behalf of Clark.

Stephen Blake 14:24

There was no dispute over how much money, Your Honor. And that is clear from the agreement itself. And the oral agreement that was reached was on in March of twenty twenty two. And the parties in March of twenty twenty two agreed that they were going to form this company and they were going to follow the Vividian model. And that's important because Mr. Clark and respondents, doctors U and Cravat, were not strangers. This wasn't a third party relationship. These gentlemen had worked together for years and they had founded two companies together, Viv Vivian and Abaya. The Vividian model, which is referred to by most of the parties throughout the papers, contemplated a four million dollar initial common stock investment.

Stephen Blake 15:10

That was that that was the idea. And so the parties reached an agreement to work together in March. for the four million dollar investment. And then they began to implement that that that agreement. over the course of the subsequent months. And we have here both a claim for breach of oral joint venture agreement. And that's a claim as the court knows from our papers that case law says requires little formality. We also have two additional claims that I would I would put sort of as part of our primary claims. So it's breach of joint venture Joint venture implied by conduct in breach of fiduciary duty. And the last one of those is a tort claim. And when you look across the case law, The case law consistently says little formality for formation, that's boyd.

Stephen Blake 15:59

The case law also says that if there wasn't sufficient agreement in the outset and agreement can be implied by conduct