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Salomoni v. Venturella

United States District Court, C.D. California

July 27, 2017


          Present: The Honorable CHRISTINA A. SNYDER, JUDGE


         Proceedings:(IN CHAMBERS) - PLAINTIFF'S MOTION FOR PRELIMINARY INJUNCTION (Dkt. 9, filed June 14, 2017)


         On April 11, 2017, plaintiff Chiara Salomoni filed the instant action against defendants Angelina Venturella, Lynn Venturella, and Does 1-50, inclusive in Los Angeles County Superior Court. Dkt. 1 ("Compl."). Plaintiff alleges the following claims: (1) breach of contract; (2) breach of fiduciary duty (3) breach of implied covenant of good faith and fair dealing; (4) conversion; (5) interference with economic advantage; (6) unjust enrichment/restitution; (7) copyright infringement; (8) unfair business acts in violation of the California Business & Professions Code § 17200; and (9) declaratory relief. Id. The gravamen of plaintiff s complaint is that defendants wrongfully locked her out of social media and bank accounts associated with the parties' joint business, Project Mermaids (collectively, "the Project Mermaids accounts").

         On May 30, 2017, Lynn Venturella removed the action to federal court because plaintiffs seventh cause of action, violation of the Copyright Act of 1976, "arises under" federal law. Id. All defendants joined in the notice of removal. Id. On June 14, 2017, plaintiff filed a motion for preliminary injunction, asking the Court to enjoin defendants from blocking plaintiffs access to the Project Mermaids accounts. Dkt. 9 ("Motion").

         On June 27, 2017, defendants filed an opposition to the Motion. Dkt. 12 ("Opp'n"). On July 3, 2017, plaintiff filed a reply. Dkt. 13 ("Reply). Having carefully considered the parties' arguments, the Court concludes as follows.


         Plaintiff Chiara Solomoni is an immigrant residing in Los Angeles, California. Compl. ¶¶ 4, 21. Plaintiff and Angelina Venturella formed a joint business together, Project Mermaids. Id. ¶ 9. Lynn Venturella is defendant Angelina Venturella's mother. Dkt. 12-1, Declaration of Lynn Venturella ("Lynn Decl.") ¶ 4. Lynn is also plaintiffs legal visa sponsor.[1] Compl. ¶21. Lynn registered and purchased the URL and licensed it to Project Mermaids. Lynn Decl. ¶ 7. Lynn helped arrange some of the disputed agreements in this action. Id. ¶ 5. Non-party Eric Ducharme is the founder of Mertailor, a company that "produces elaborate mermaid costumes." Opp'n at 2. Eric provided mermaid costumes to Project Mermaids and Angelina pursuant to various agreements. Dkt. 12-2, Declaration of Angelina Venturella ("Angelina Decl.") ¶ 5. Non-party Save Our Beach Charity is a charity organization that allowed Project Mermaids and Angelina to use its name to pursuant to various agreements. Id.

         There are three purported agreements in dispute. The first is a combination of two written agreements, signed between Angelina, Eric, and Save Our Beach Charity (the "Book Agreements"). Plaintiff later allegedly became a party to the Book Agreements. The second is an oral agreement between plaintiff and Angelina (the "Partnership Agreement"). It appears that the third agreement (the "February Agreement") was intended to clarify the Book and Partnership Agreements. The February Agreement was signed by plaintiff and Angelina as an acknowledgment of plaintiff s duties. The agreements are discussed in detail below.

         A. The Book Agreements

         In June 2013, Angelina entered into the Book Agreements with Eric Ducharme and Save Our Beach Charity. Lynn Decl. ¶ 5. Pursuant to the Book Agreements, Eric would provide Angelina mermaid costumes and Angelina would photograph celebrities wearing Eric's costumes. Angelina Decl. ¶ 10. The photographs would then be compiled into a book to raise awareness for ocean conservation (the "Ocean Conservation Book"). Id. ¶ 5. Save Our Beach Charity allowed Angelina to use its name for "credibility, " in exchange for 50% of the proceeds from the Ocean Conservation Book sales. Id. The remaining 50% of the proceeds would be split among Eric and Angelina evenly. Id.

         According to Angelina, in September 2013, plaintiff reached out to Angelina and expressed an interest in participating in the Book Agreements. Id. ¶ 7. Defendants maintain that at that time, Eric, Angelina, and plaintiff agreed to publish the Ocean Conservation Book together, using photographs taken by both Angelina and plaintiff. Opp'n at 1. Plaintiff disputes that such an agreement was formed. Reply at 9. On September 24, 2013, Lynn sent Angelina an email which stated, in relevant part:

[T]his is an agreement between Angelina Venturella and Chiara Salomoni. Angelina is producing a book and art show that is named The Mermaid Project. Chiara Salomoni is going to help and co produce [sic] the project. . . . [T]he profit from both the book and the show will have to be split between the charity, Eric the tailman, Chiara and Angelina.

Angelina Decl., Ex. 7. Lynn contends that she sent the email to Angelina for review before sending it to plaintiff. Lynn Decl. ¶ 6. Plaintiff denies ever receiving any such email from defendants. Dkt. 13-1, Supplemental Declaration of Chiara Salomoni ("Supp. Salomoni Decl.") ¶ 56.

         B. The Partnership Agreement

         Around October or November 2013, plaintiff and Angelina entered into an oral 50/50 partnership agreement ("Partnership Agreement") "with equal control and approval rights" to provide "photography services to individuals outfitted in mermaid costume and dress . . . under the business name, Project Mermaids." Compl. ¶ 9; Salomoni Decl. ¶ 1. Under the Partnership Agreement, plaintiff was the primary underwater photographer and Angelina was the primary land photographer. Compl. ¶ 10. Lynn purchased the URL on October 3, 2013. See Angelina Decl., Ex. 6. Lynn subsequently licensed use of the URL to Angelina. Lynn Decl. ¶ 8. In November 2013, plaintiff and Angelina filed a fictitious business name statement as co-partners doing business as "Project Mermaids." Salomoni Decl., Ex. B. That same month, plaintiff and Angelina opened an Instagram account for Project Mermaids where they would post their original photography to promote the Ocean Conservation Book, as well as advertise Project Mermaids."[2] Angelina Decl. ¶ 8; Salomoni Dec! ¶¶ 2, 5.

         In addition, plaintiff and Angelina initiated photography tours. Id. Despite the 50/50 Partnership Agreement, funds from the tours were not shared equally among them, rather, they "would [each] keep whatever money [they] made from [their] customers less . . . travel costs and other expenses." Angelina Decl. ¶ 10; Reply at 2. It is not clear from the evidence submitted what duties the Partnership Agreement imposed on plaintiff and Angelina.

         C. The February Agreement

         On February 11, 2016, plaintiff signed an agreement with Angelina agreeing to certain terms. Salomoni Decl., Ex. F ("February Agreement"). According to Angelina, she and Eric were concerned with plaintiffs performance under the Book Agreements and the February Agreement was formed "to assuage [their] fears" and "define [plaintiffs] obligations" under the Book Agreements and the Partnership Agreement.[3]Angelina Decl. ¶ 12; Opp'n at 4, 7. However, plaintiff argues that Eric did not sign the February Agreement and that it was not made "for the benefit of Eric." Reply at 17. Rather, plaintiff maintains that the February Agreement was signed to "reinforce[] the terms of the Partnership [Agreement, ]" "[reinforce plaintiffs] duties as 50/50 co-owner[] of Project Mermaids, and primary underwater photographer[, ]" "[and] address management ...

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