United States District Court, C.D. California
Present: The Honorable CHRISTINA A. SNYDER, JUDGE
CIVIL MINUTES - GENERAL
CHAMBERS) - PLAINTIFF'S MOTION FOR PRELIMINARY INJUNCTION
(Dkt. 9, filed June 14, 2017)
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
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").
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.
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. Compl. ¶21. Lynn
registered and purchased the URL projectmermaids.com 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
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
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.
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.
The Partnership Agreement
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 www.projectmermaids.com 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." Angelina Decl. ¶ 8; Salomoni Dec!
¶¶ 2, 5.
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.
The February Agreement
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.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