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2 Randall B. Aiman-Smith #124599

Reed W.L. Marcy #191531 ELECTRON ICALLY
3 Hallie Von Rock #233152 FILED
Carey A. James #269270 Superior Court of California,
4 County of San Francisco
Brent A. Robinson #289373
5 7677 Oakport St. Suite 1150 07/12/2017
Clerk of the Court
Oakland, CA 94621 BY:JUDITH NUNEZ
6 T 510.817.2711 Deputy Clerk
F 510.562.6830
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Attorneysfor Angelica Cosio
*Additional Counsel Listed on Next Page
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SUPERIOR COURT FOR THE STATE OF CALIFORNIA
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CITY AND COUNTY OF SAN FRANCISCO
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15 ANGELICA COSIO, an individual, on her) Case No. CGC-16-551337
own behalf and on behalf of all others )
16 similarly situated, )
) PLAINTIFF ANGELICA COSIO'S
17 Plaintiff, ) MEMORANDUM OF POINTS AND
) AUTHORITIES IN SUPPORT OF CLASS
18 v. ) CERTIFICA TION
)
19 INTERNATIONAL PERFORMING ARTS)
ACADEMY, LLC, a California limited ) The Honorable Curtis E.A. Karnow
20 liability company, BARBIZON SCHOOL ) Department 304
OF SAN FRANCISCO, INC., a California ) Civic Center Courthouse
21 corporation, LION MANAGEMENT ) 400 McAllister Street
GROUP INC., a California corporation, ) San Francisco California 94102
22 ANTHONY LOUIS LIONETTI, LARRY)
D. LIONETTI, LENA QUESADA ) Date: To be determined
23 LIONETTI, LENA M. LIONETTI, and ) Time: To be determined
DOES 1-100, inclusive, )
24 ) Complaint Filed: April 6, 2016
Defendants. )
25 )
)
26
27
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Motion for Class Certification

Cosio, et af. v. International Perfonning Arts Academy, LLC, et al. Case No. CGC-16-551337
1 Ethan Preston (263295)
PRESTON LAW OFFICES
2 4054 McKinney Avenue, Suite 310
Dallas, Texas 75204
3 (972) 564-8340 (telephone)
(866) 509-1197 (facsimile)
4
ep@eplaw.us
5
Zack Broslavsky (241736)
6 Jonathan A. Weinman (256553)
BROSLAVSKY & WEINMAN, LLP
7 1500 Rosecrans Ave., Suite 500
Los Angeles, CA 90266
8 (310) 575-2550 (telephone)
(310) 464-3550 (facsimile)
9 zbroslavsky@bwcounsel.com
10 jweinman@bwcounsel.com
David C. Parisi (162248)

11
Suzanne Havens Beckman (188814)
12 PARISI & HAVENS LLP
212 Marine Street, Suite 100
13 Santa Monica, California 90405
(818) 990-1299 (telephone)
14 (818) 501-7852 (facsimile)
dcparisi@parisihavens.com
15 shavens@parisihavens.com
16 Attorneysfor Pia in t(ff Angelica Cosio, on
her own behalf, and behalf of all others
17
similar~y situated
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1 TABLE OF CONTENTS
2
I. INTRODUCTION ...................................................................................................................... - 1 -
3
II. THE COMMON FACTS AND EVIDENCE SUPPORT CLASS CLAIMS ........................ - 2-
4
5 A. DEFENDANTS' SHOWCASES VIOLATE THE ACT .......................................................................... - 3-
6 B. DEFENDANTS' STANDARDIZED MARKETING OF THEIR SHOWCASES VIOLATES THE ACT .......... - 5 -
7 C. DEFENDANTS REFERRED PERSONS TO DEFENDANTS' SHOWCASES IN VIOLATION OF THE ACT. - 7 -
8 III. CLASS CERTIFICATION IS APPROPRIATE UNDER SECTION 382 ....................... -7-

9
A. BOTH THE CLASS AND SUBCLASS ARE ASCERTAINABLE AND SUFFICIENTLY NUMEROUS ......... - 8 -
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B. THE CLASS AND SUBCLASS REPRESENT WELL-DEFINED COMMUNITIES OF INTEREST ............ - 10 -
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i. Common Questions of Law and Fact Predominate. .......................................................... - 10 -
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a. Defendants' Contracts Show the Showcase Participants Were Artists .......................... - 11 -
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b. There Is Sufficient Evidence Class Members Paid Fees to Defendants ........................ - 13 -
14
c. IP AS Exclusively Operated as an AFTRS ..................................................................... - 13 -
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d. Defendants Advertise the Showcase as an AFTRS ........................................................ - 15 -
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e. Barbizon Referred Subclass Members to IP AS ............................................................. - 16 -
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ii. Cosio Is Typical of the Class and Subclass ..................................... ................................... - 16 -
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iii. Cosio and Her Counsel Are Adequate Representatives ... .................................................. - 17 -
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C. CLASS CERTIFICATION WILL PROVIDE SUBSTANTIAL BENEFITS TO ALL. ................................ - 17 -
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D. THIS CLASS ACTION CAN BE PROPERLY MANAGED AT TRIAL. ............................................... - 19 -
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IV. CONCLUSION ..................................................................................................................... - 20 -
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Cosio, et at. v. International Perfonning Arts Academy, LLC, et al. Case No. CGC-16-551337
Page ii
1 TABLE OF AUTHORITIES
2
Statutes
3
1999 Cal. Stats. ch. 626 ........................................................................................................................ - 1 -
4
2009 CaL Stats. ch. 286 ........................................................................................................................ - 1 -
5
CaL Code of Civ. Proc. 382 ................................................................................................... - 7 -, - 10 -
6
Cal. Ev. Code 622 ............................................................................................................................. - 4 -
7
CaL Lab. Code 170 1............................................................................................................... - 5 -, - 11 -
8
Cal. Lab. Code 1702 .............................................................................................. - 3 -, 6 -, - 7 -, - 16 -
9
Cal. Lab. Code 1702.1 ......................................................................................... - 3 -, - 6 -, -11 -, - 14
10
Cal. Lab. Code 1704.2 ............................................................................................................ - 3 -, - 11 -
11
California Supreme Court Decisions
12
Ayala v. Antelope Valley Newspapers, Inc. (2014) 59 Ca1.4th 522 ................................................... - 19 -
13
Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal. 4th 1004 ............................................. passim
14
Duran v. Us. Bank National Assn. (2014) 59 Cal. 4th 1 ................................................................... - 19 -
15
Fireside Bank v. Superior Court (2007) 40 Cal.4th 1069 ....................................................... - 16 -, - 17 -
16
In re Tobacco II Cases (2009) 46 Cal.4th 298 ................................................................ - 8 -, - 10 -, - 14-
17
Linder v. Thrifty Oil Co. (2000) 23 Ca1.4th 429 ............................................................. - 8 -, - 15 -, - 18 -
18
Mirkin v. Wasserman (1993) 5 CaL4th 1082 ..................................................................................... - 14 -
19
Occidental Land, Inc. v. Superior Court (1976) 18 Ca1.3d 355 ......................................................... - 10 -
20
Sav-On Drug Stores, Inc. v. Superior Court (2004) 34 CaL4th 319 .................... - 8 -, - 11 -, - 15 -, - 18 -
21
Vasquez v. Superior Court (1971) 4 Cal.3d 800 ................................................ - 10 -, - 12 -, - 18 -, - 19 -
22
Washington Mutual Bank, FA v. Superior Court (2001) 24 Cal. 4th 906 ........................................... - 18 -
23
California Courts of Appeal Decisions
24
Aguirre v. Amscan Holdings, Inc. (2015) 234 Cal.App.4th 1290 ........................................................ - 9 -
25
Ajaxo Inc. v. E*Trade Group, Inc. (2005) 135 Cal.App.4th 21 ................................................ - 5 -, - 12 -
26
Bell v. Farmers Ins. Exchange (2004) 115 Ca1.App.4th 715 .......................................... - 8 -, - 13 -, - 18-
27
Bomersheim v. Los Angeles Gay and Lesbian Ctr. (2010) 184 Cal.App.4th 1471.. ................. - 8 -, - 13 -
28

Page iii
1 Bradley v. Networkers Int'l, LLC (2012) 211 Cal.App.4th 1129.................................. 13 -, - 15 -, - 19 -
2 Bufil v. Dollar Financial Group, Inc. (2008) 162 Cal.App.4th 1193 .................................................. 8-
3 Capitol People First v. Dep 't ofDev. Servs. (2007) 155 Cal.App.4th 676 ........................................ - 18 -
4 Capitol People First v. Department ofDev. Servs. (2007) 155 Cal.App.4th 676 ............................. - 17 -
5 Cedars-Sinai Med. Ctr. v. Shewry (2006) 137 Cal.App.4th 964 ......................................................... - 4-
6 Cho v. Seagate Tech. Holdings, Inc. (2009) 177 Ca1.App.4th 734 ...................................................... - 8 -
7 City of Santa Cruz v. Pac. Gas & Elec. Co. (2000) 82 Cal.App.4th 1167 ............................... - 4 -, - 12 -
8 Estrada v. FedEx Ground Package System, Inc. (2007) 154 Cal.App.4th 1 ..................................... - 20 -
9 J. P. Morgan & Co., Inc. v. Superior Court (2003) 113 Cal.App.4th 195 ........................................ - 17 -
10 Little v. Sanchez (1985) 166 Cal.App.3d 501 .................................................................................... - 10-
11 McGhee v. Bank ofAm. (1976) 60 Cal.App.3d 442 ........................................................................... - 17 -
12 Medrazo v. Honda of N. Hollywood (2008) 166 Cal.App.4th 89 ........................ - 9 -, - 14 -, - 15 -, - 20 -
13 Morgan v. Wet Seal, Inc. (2012) 210 Cal.App.4th 1341 .................................................................... - 11 -
14 Nicodemus v. St. Francis Mem 'I Hosp. (2016) 3 Ca1.App.5th 1200 ............................... - 9 -, - 11 -, - 13
15 Seastrom v. Neways, Inc. (2007) 149 Cal.App.4th 1496 ................................................................... - 16
16 Simons v. Horowitz (1984) 151 Cal.App.3d 834 ............................................................................... - 17-
17 Tribeca Cos., LLC v. First Am. Title Ins. Co. (2015) 239 Cal.App.4th 1088 ...................................... - 4 -
18 Veera v. Banana Republic, LLC (2016) 6 Cal.App 5th 907 ................................................................ - 9 -
19 Walsh v. IKON qffice Solutions, Inc. (2007) 148 Cal.App.4th 1440 ................................................ - 15 -
20
United States Supreme Court Decisions
21
Tyson Foods, Inc. v. Bouaphakeo (2016) [136 S.Ct. 1036] ........................................... - 19-
22
United States Circuit Court of Appeals Decisions
23
Hanon v. Dataproducts Corp. (9th Cif. 1992) 976 F.2d 497 ............................................................. - 16 -
24
Mondragon v. Capital One Auto Finance (9th Cif. 2013) 736 F.3d 880 ........................................... - 10-
25
United States District Court Decisions
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Californiansfor Disability Rights, Inc. v. California Dep 'to of Transp. (N.D. Cal. 2008) 249 F.R.D.
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334 .................................................................................................................................................. -17-
28

Page iv
1 Serrano v. Bay Bread LLC (N.D. Cal., Sept. 10,2014, No. 14- 01087) 2014 WL 4463843,2014
2 U.S.Dist.LEXIS 127939 ................................................................................................................. - 10 -
3
Decisions of Courts of Other Jurisdictions
4
SEE CO, Inc. v. Snow (2016) 2016 Ark. 444 [506 S.W.3d 206] ........................................................ - 10-
5
Other Authorities
6
Assem. Corn. on Arts, Entertainment, Sports, Tourism, and Internet Media., Analysis of Assem. Bill
7
No. 1319 as amended April 15,2009 (2009-2010 Reg. Sess.) April 28, 2009 ....................... - 1 -, - 3-
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Page v
1 I. INTRODUCTION
2 California has struggled to protect aspiring young artists child actors and models and their
3 families who dream of becoming Hollywood stars. A surface-level grasp of the industry, informed by
4 the likes of American Idol, fosters a belief in these young artists that if they can just get themselves on
5 stage in front of the right people-the talent scouts and agents who act as Hollywood's gatekeepers-
6 then they, too, can become a star. Unscrupulous businesses have long preyed upon the false hopes of
7 these naive young artists and their families by promising them a tum on stage in front of these
8 "Industry Professionals," in exchange for thousands of dollars in fees.
9 After trying and failing to reform these bad actors through regulation, I the Legislature finally
lO decided to end such predation by categorically outlawing businesses-defined as Advance Fee Talent
11 Representation Services ("AFTRS")-that charge aspiring artists an upfront fee in exchange for
12 offering auditions, or procuring (or attempting to procure) talent agents or talent managers. 2
13 Plaintiffs suit arises from Defendants' operation of an AFTRS. Defendants include a married
14 couple, Larry and Lena Lionetti, who own and operate several interlocking companies, several of
15 which are also defendants here, that have offered modeling and talent-related services across the
16 United States for the past 30 years. Defendants violate the Act by operating an AFTRS: they arrange
17 so-called "Showcases" for aspiring artists seeking auditions, talent agents, and talent managers, in
18 exchange for an upfront fee. Plaintiff and the Class Members are students and family members who
19 paid to attend these Showcases. All Class members contracted to attend the Showcases under
20 Defendants' standardized, materially uniform contracts which offer services that the Act
21 prohibits. Defendants also violated the Act by using standardized, uniform marketing, including their
22 website, to advertise the Showcases. Finally, Defendants violated the Act by referring Subclass
23
24 I See 1999 Cal. Stats, ch. 626; see also generally, Assem. Com. on Arts, Entertainment, Sports,
Tourism, and Internet Media., Analysis of Assem. Bill No. 1319 as amended April 15, 2009 (2009-
25 2010 Reg. Sess.) April 28, 2009, pp. 3-5 (detailing legislative history of regulation of talent agents and
advanced fee talent services) (attached as Exhibit A to Declaration of Ethan Preston ("Preston Dec.".
26 2 Assembly Bill No. 1319 (2009-2010 Reg. Sess.); codified at Cal. Labor Code section 1701 et seq.
27 ("the Act"); See also 2009 Cal. Stats. ch. 286 at 1 (stated legislative purpose of Act was to "prohibit[
]. .. unfair, ... destructive, [and] unscrupulous ... business practices by which the public has been
28 injured in connection with talent services.")

Page - 1 -
1 Members to the Showcases.
2 Whether Defendants' business constitutes an AFTRS prohibited under the Act, whether their
3 advertising violates the Act, and whether they referred Subclass Members to an AFTRS in violation of
4 the Act, are all class-wide questions and, accordingly, class certification is appropriate.
5 II. THE COMMON FACTS AND EVIDENCE SUPPORT CLASS CLAIMS

6 Plaintiff Angelica Cosio ("Cosio") contends Defendants are collectively responsible for
7 operating the Showcases. The Lionettis have owned and operated a constellation oftalent-service-
8 related enterprises of questionable legality over multiple decades, some of which were talent "schools"
9 organized under various names. This suit does not challenge the legality of Defendants' operation of
10 their talent schools.
11 Rather, this suit focuses on the Defendants' illegal Showcases. Throughout the Class Period,
12 the Lionettis arranged and operated the Showcases through the other Defendants, Lion Management
13 Group, Inc. ("Lion"), Intemational Performing Arts Academy ("IP AA"), and Barbizon School of San
14 Francisco, Inc. ("Barbizon"), 3 under the aegis of another of the Lionettis' s front, the Intemational
15 Performing Arts Showcase ("IP AS"). 4 The Showcases are multi-day events held at the Los Angeles
16 Millennium Biltmore Hotel, where hopeful young artists audition on stage for talent agents and talent
17 managers and have a chance to receive callbacks. Defendants offer these Showcases to artists in
18 multiple states and intemationally, but this suit is limited to artists who were Califomia residents.
19 Defendants also funnel students from their various talent schools into their Showcases but, again, this
20 suit is limited to referrals of Califomia residents to IPAS.
21 The Act prohibits owning, operating, acting in the capacity of, advertising, soliciting for, or
22
23
24 3 Barbizon is itself a franchisee of an intemational chain of such "schools." This suit concems neither
that intemational franchisor, nor other franchisees besides Barbizon.
25 4 Cosio contract dated July 14, 2013 was with IP AS. (Declaration of Angelica Cosio ("Cosio Dec.") at
~ 6; Preston Dec. at ~ 30.) Defendants admitted that IP AS charged Cosio a fee. (See Preston Dec. at
26 Ex. F (RFA Responses) at pp. 32:10-33: 19). According to Defendants, IPAA operated IPAS prior to
27 2013 and Lion operated IPAS after 2013. (Ibid.) Defendants' marketing indicates that IPAA continued
to operate IPAS after 2013. (See id. at~ 7; Ex. C at App. 9,12-13 (IPAS Website's includes notice that
28 IPAA has satisfied bond requirements and registered with the Califomia Labor Commissioner).)

Page - 2-
1 knowingly referring a person to an AFTRS. (Cal. Lab. Codes 1702 (prohibiting operating as or
2 referring artists to an AFTRS), 1702.1 (defining AFTRS); and 1704.2 (creating private right of
3 action and establishing remedies for violations).) The Act defines an AFTRS broadly as:
4 [A] person who provides or offers to provide, or advertises or represents itself as

providing, an artist, directly or by referral to another person, with one or more of the
5 following services described below, provided that the person charges or receives a fee
from or on behalf of an artist for photographs, Internet Web sites, or other reproductions
6 or other promotional materials as an artist; lessons, coaching, seminars, workshops, or
similar training for an artist; or for one or more of the following services:
7
(1) Procuring or attempting to procure an employment opportunity or an engagement
8 as an artist.
9 (2) Procuring or attempting to procure an audition for an artist.
10 (3) Managing or directing the development of an artist's career.
11 (4) Procuring or attempting to procure a talent agent or talent manager, including an

associate, representative, or designee of a talent agent or talent manager.
12
( 1702.1, subd. (a).) The Act's legislative history confirm that in passing this prohibition on operating
13
an AFTRS, the Legislature was concerned with the exact sort of business model at issue here:
14
"businesses ... offering acting classes, 'connections', websites, photos or showcases," in which
15
"families ... are approached by 'scouts' in malls, fairs or schools with promises of ... meetings with
16
'famous Hollywood talent agents'." (Preston Dec. at Ex. A (Analysis of Assem. Bill No. 1319, supra,
17
at p. 3).) "In reality, these businesses have little connection to the real entertainment industry. Their
18
purpose is simply to part parents from their money, and children from their dreams. '" (Ibid.)
19
Cosio presents substantial evidence that Defendants' business operations uniformly fall within
20
this definition of an AFTRS. Defendants took hefty fees from each Class Member in exchange for
21
attendance at a Showcase, in which Defendants offered to procure (or to attempt to procure) auditions,
22
talent agents, and/or talent managers. (el 1702.1, subd (a).) Whether the Showcases render
23
Defendants an AFTRS is a class-wide question of law and fact.
24
A. Defendants' Showcases Violate the Act.
25
Again, the Act prohibits operating as an AFTRS. ( 1702.) Defendants' own documents
26
provide ample evidence that the services Defendants offered to Class Members at the Showcases place
27
28 S Except where otherwise indicated, all section citations are to the California Labor Code.

Page - 3-
1 Defendants squarely in the Act's definition of an AFTRS.
2 Defendants' Uniform Contracts Executed by All Class Members: Defendants' contracts
3 describe the Showcase as "the largest networking and resource opportunity for industry professionals -
4 agents, managers, casting directors, choreographers and record executives." (Preston Dec. at ~~ 30-32
5 (contracts generally), ~ 32 (quoted material), Ex. I (actual contracts).) The services Defendants offered
6 in the contracts include "[p ]erformance in up to 5 showcases of the artist[' s] choice" and inclusion of
7 customers' headshots in the Talent Directories: "Headshot in Hollywood Showcase Program Book
8 distributed to Industry Professionals."6 (Id. at ~ 32.) Defendants' marketing describes these Showcases
9 as "auditions."7
10 Defendants' Talent Directories Distributed to All Class Members: Part of the consideration
11 promised in Defendants' contracts was inclusion ofthe artist's headshot in the Talent Directories. 8
12 Defendants published Talent Directories in connection with their Summer 2012, Winter 2012, Winter
13 2013, Winter 2014, Summer 2014, November 2015, and November 2016 Showcases. 9 The Talent
14 Directories describe Defendant's Showcase "as one of the largest networking and resource
15 opportunities available for aspiring industry professionals" and "a venue for talented models,
16
6 This contractual language is direct evidence of the contracting parties' beliefs and intentions. (See
17 e.g., Cedars-Sinai Med. Ctr. v. Shewry (2006) 137 Ca1.App.4th 964,980 ("California recognizes the
objective theory of contracts, under which it is the objective intent, as evidenced by the words of the
18 contract ... that controls interpretation"); Tribeca Cos., LLC v. First Am. Title Ins. Co. (2015) 239
CaLApp.4th 1088, 1111 ("objective manifestations of the parties' intent [include] the words used in the
19
agreement"); see also City o.fSanta Cruz v. Pac. Gas & Elec. Co. (2000) 82 Ca1.App.4th 1167, 1176
20 (party who signed an agreement "may not thereafter claim that its provisions do not express their
intentions or understanding"; citing Ev. Code 622).)
21 7 Defendants' brochure states "Showcase package includes: ... Enrollment in five (5) Official
Showcases/Auditions [and] Entrance to 'call back' room"; emphasis added). (Preston Dec. at ~~ 11-14
22 (brochure generally), ~ 12 (quoted material), Ex. C at App. 15-26 (actual brochure).) Defendants'
23 website also contains statements that customers can obtain auditions through Defendants:
"AUDITION TODAY," "CALL FOR AN AUDITION (888) 493 1923," and "Call to learn more and
24 set up an audition (888) 493 1923." (Id. at Ex. C at App. 9, 10, 11.)
8 Defendants have produced video which touts the Talent Directories as a means for artist to market
25 themselves to talent agents and other entertainment Industry Professionals: "The Program Book is like
the Showcase yearbook. Everyone that's here will be in it. Your picture, your division number, and
26 some other information about you. And that's the first thing agents and managers look at when they
27 arrive here at Showcase. They're shopping for new talent and this is their catalogue." (Preston Dec. at
Ex. ~ 37).)
28 9 See Preston Dec. at ~~ 33-34.

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1 performers and others who are ready to meet industry professionals and pursue entertainment careers."
2 (Preston Dec. at ~~ 33-34 (Talent Directories generally), ~ 33 (quoted material), Ex. J (excerpted
3 Talent Directories).) The Talent Directories also state:
4 Showcase talent directors hold nationwide auditions, searching for qualified talent to be
invited to our showcase. This Los-Angeles-based event hosts over 40 top professionals
5 currently working with actors, singers, dancer and models.
6 (Id. at ~ 33.) The Talent Directories expressly tie attendance at a Showcase to a professional career in
7 the entertainment industry: "Professionals from the worlds of modeling, acting, singing and dancing
8 will be joining us to see our talent .... Many Showcase alumni have gone on to build substantial
9 careers in entertainment." (Ibid.)
lO Defendants' Uniform Agreements with Industry Professionals to Procure Auditions for
11 Class Members: Defendants lure Class Members to their Showcases by promising they would
12 audition in front of "Industry Professionals" (the talent agents, talent managers, and casting directors
13 identified above), and Defendants make good on that promise by contracting with such Industry
14 Professionals to attend the Showcase in exchange for a fee. In these contracts, the Industry
15 Professionals are paid to attend "a minimum of one complete set of competitions, model & talent
16 overview, talent showcase, and both callback & open call," and must represent they have "the power
17 and authority to sign, cast, hire, scout or screen new talent for the IP Entity ... " (Preston Dec. at ~
18 36, Ex. K (emphasis in original).) 10
19 Whether Defendants violated the Act by operating an AFTRS is thus a common question
20 susceptible to common proof.
21 B. Defendants' Standardized Marketing of Their Showcases Violates the Act.
22 Defendants' marketing provides additional evidence that Defendants' Showcases violate the
23 Act by operating as an AFTRS and offering to provide prohibited services under the Act. 11 Moreover,
24
25 10 The auditions at the showcases thus categorically constitute "auditions" under the Act. ( 1701,
subd. (b) (defining "audition" as "activity for the purpose of obtaining employment ... as an artist
26 whereby an artist ... performs before, , , any person ... who has, or is represented to have, input into
27 the decision to select an artist for an employment opportunity").)
11 Defendants' marketing is circumstantial evidence of its business. (See Ajaxo Inc. v. E*Trade Group,
28 Inc. (2005) 135 CaLAppAth 21,50 (circumstantial evidence is "[w]hen an inference needs to be drawn

Page - 5-
1 Defendants independently and separately violate the Act by advertising as an AFTRS. (See 1702.)
2 Defendants' Website: Defendants maintain a website at h!1M1illmt.@~.Qill~Y1 ("the
3 Website") that has uniformly described Defendants' business as offering to procure talent agents, talen
4 managers, and auditions for their customers. The Website contains the following statements:
5 "HOLLYWOOD AGENTS, MANAGERS & CASTING DIRECTORS ARE SEARCHING FOR
6 YOU!" and "UPLOAD YOUR PHOTO AND BE SEEN BY TOP AGENTS AND MANAGERS."
7 (Preston Dec. at ~ 7; Ex. Cat App. 9, 10.).) The Website also describes Defendants' Showcases "as
8 one of the largest networking and resource opportunities for industry professionals," and as providing
9 an "environment in which models and/or talent will be showcased." (Jd. at App. 12.) 12 Further, the
10 website also contains a large button that links to a video, in which the narrator states the following text:
11 Welcome to the International Performing Arts Showcase. Here at the Showcase, they
bring top models, actors, singers, and dancers to Los Angeles every year to be
12 showcased in front of the top licensed agents, managers, and casting directors... . Get
ready to fast-forward your career.
13
(Preston Dec. at ~ 8 (emphasis added).) Throughout the video, a large banner of text across the lower
14
quarter of the screen appears, stating: "AUDITION TODAY FOR HOLLYWOOD AGENTS AND
15
MANAGERS" superimposed over another banner that says "SHOWCASE" in the style of a marquee
16
composed oflightbulbs. (Ibid.) 13 The Website offers visitors to "GET YOUR SHOT AT THE COVER
17
[ofSupermodels magazine] ... Opportunity exclusively for SHOWCASE PARTICIPANTS." (Preston
18
Dec. at ~ 9.)
19
Defendants' Uniform Brochures: Cosio received a brochure from IPAS in her child's initial
20
audition on July 13, 2013. (Preston Dec. at ~~ 11-14, Ex. C at App. 15-26.) The statements contained
21
in this brochure were uniformly used in Defendants' brochures, since at least April 6, 2012. (See
22
23
24
from the evidence to prove a fact" (Ajaxo ).)
25 12 Defendants' admit the website contains all of these statements (although it denies, in some cases,
that they "taken alone, accurately reflect[] the website and what customers experience when they visit
26 the site.") (Preston Dec. at ~ 22).)
13 By offering Showcase participants exclusive opportunities to appear on a magazine cover,
27
Defendants are expressly offering employment opportunities. (See 1702.1, subd. (a)(l) (prohibited
28 services include attempting to procure employment opportunities).)

Page - 6-
1 Preston Dec. at ~~ 20-21.) Statements contained in the Brochure that are material to Defendants' status
2 as an AFTRS's include:
3 "IP AS's showcase is the best opportunity to start a career in the modeling or talent
industry." (Preston Dec. at Ex. Cat App. 24).)
4
5
"IP AS customers are placed in an elite group that auditioned successfully for fashion
modeling, commercial modeling, TV commercials, television/film acting, singing and
dancing." (Ibid.)
6
"IP AS customers will read for casting directors, producers and directors who are
7 currently working in the industry." (Id. at App. 20.)
8 "IP AS customers will meet, try-out for and interview with scores of modeling and talent
agcnts and managers." (Jd. at App. 16.)
9
"IP AS offered IPAS customers enrollment in Official Showcases/Auditions." (!d. at
lO App.17.)
11 (Cf Preston Dec. at ~ 20-21.)
12 Given the consistency between Defendants' marketing, their contracts, Talent Directories, and
13 Industry Professional Agreements, whether Defendants operate and/or advertise an AFTRS can be
14 readily answered on a class-wide basis.
15 C. Defendants Referred Persons to Defendants' Showcases in Violation of the Act.
16 Defendants refer Barbizon graduates to IP AS, which constitutes prohibited conduct under the
17 Act. ( 1702 ("No 'person' shall ... knowingly refer a person to an AFTRS").) Cosio received a pre-
18 printed, fonn "welcome letter" signed by the "Barbizon Education Department" which offered Cosio's
19 daughter an "opportunity to try-out for a leader in the entertainment industry, ... a Talent Scout for the
20 International Perfonning Arts Showcase (IPAS)." (Preston Dec. at Ex. C at App. 14); see also Cosio
21 Dec. at ~ 4.) Defendants admitted these "welcome letters" were "given out ... to Barbizon graduating
22 students who show up for their headshots." (Preston Dec. at ~ 25.) Whether Barbizon knowingly
23 referred Barbizon students to IP AS is also a common question susceptible to common proof.
24 III. CLASS CERTIFICATION IS APPROPRIATE UNDER SECTION 382.
25 California Code of Civil Procedure Section 382 provides for class certification "when the
26 question is one of a common or general interest, of many persons, or when the parties are numerous,
27 and it is impracticable to bring them all before the court." California "has a public policy which
28 encourages the use of the class action device" which infonns every aspect ofthe Court's decision on

Page -7-
1 class certification. (Sav-On Drug Stores, Inc. v. Superior Court (2004) 34 Ca1.4th 319, 340 (Sav-
2 On ).) 14 Sav-On held that "the trial court has an obligation to consider the use of innovative procedural
3 tools proposed by a party to certify a manageable class." (ld. at p. 339 (punctuation omitted).) 15
4 Consistent with that policy, class certification has three elements (1) "an ascertainable and sufficiently
5 numerous class, [(2)] a well-defined community of interest, and [(3)] substantial benefits from
6 certification that render proceeding a class superior to the alternatives." (Brinker Restaurant Corp. v.
7 Superior Court (2012) 53 Cal.4th 1004, 1021) (citations omitted) (Brinker); see also In re Tobacco II
8 Cases (2009) 46 Ca1.4th 298, 313 (Tobacco).) Here, Plaintiffs proposed Class and Subclass meet each
9 of these elements.
10 A. Both the Class and Subclass Are Ascertainable and Sufficiently Numerous.
11 "Class members are 'ascertainable' where they may be readily identified without unreasonable
12 expense or time by reference to ... records." (Bomersheim v. Los Angeles Gay and Lesbian Ctr. (2010)
13 184 Cal.App.4th 1471, 1480 (quoting Bufil v. Dollar Financial Group, Inc. (2008) 162 Cal.App.4th
14 1193, 1206).) Here, Plaintiffs operative complaint ("SAC") alleges the following class definition ("the
15 Class"):
16 All natural persons who are California citizens at the time Cosio's original complaint
was filed (AprilS, 2016) who (a) paid IPAS so that the Class member, the Class
17 member's child (or other beneficiary) could attend a showcase operated by IPAS; where
(b) IPAS and/or Barbizon represented such showcase as an opportunity for the Class
18 member or other beneficiary to meet with, interview with, perform before, or display
talent before any person who IP AS and/or Barbizon represented to have input into the
19 decision to select a person for employment in the entertainment industry, such as talent
agents or talent managers (i.e., where IPAS and/or Barbizon made representations to the
20 Class member that are materially similar to those made to Cosio); where (c) such
payment was made within four (4) years of the date of this Complaint; (d) excluding
21 any such payments that were (i) a percentage of the income earned by the Class
member's beneficiary in the entertainment industry; or (ii) consisted entirely of
22 reimbursement for out-of-pocket costs actually incurred by IP AS on behalf of the Class
23
14 "The problems which arise in the management of a class action involving numerous small claims do
24 not justify a judicial policy that would permit the defendant to retain the benefits of its wrongful
conduct and to continue that conduct with impunity." (Linder v. Thr~fty Oil Co. (2000) 23 Ca1.4th 429,
25 446) (Linder).) Class actions '''prevent[] a failure of justice in our judicial system,'" and thereby serve
"the public interest in the enforcement oflegal rights and statutory sanctions." (Bell v. Farmers Ins.
26 Exchange (2004) 115 Cal.App.4th 715, 741 (quoting Linder, supra, 23 Ca1.4th at 434).)
15 See also Cho v. Seagate Tech. Holdings, Inc. (2009) 177 Cal.App.4th 734, 748 ("court's duty to
27
certify an identifiable and ascertainable class" include certifying a redefined class where class
28 definition is too vague to provide notice to unsuspecting class members).

Page - 8-
1 member's beneficiary for services rendered by an independent third party.
2 (Id. at ~ 34.) The complaint also alleges a subclass ("the Subclass"):
3 All Class members who (a) paid IPAS so that the Class member, the Class member's
child (or other beneficiary) could attend a showcase operated by IP AS; after (b)
4 Barbizon referred the Class member (or the Class members' beneficiary) to IPAS to
participate in a showcase operated by IPAS.
5
(Id. at ~ 35.) Cosio reserved the right to revise both definitions in her complaints and maintains her
6
reservation of that right. (Id. at ~~ 34-35.)
7
Class Is Ascertainable: The Class and Subclass are ascertainable because they both "identifl:y]
8
a group of unnamed plaintiffs by describing a set of common characteristics sufficient to allow a
9
member of that group to identify himself or herself as having a right to recover based on the
10
description." (See Nicodemus v. St. Francis Mem 'I Hosp. (2016) 3 Cal.App.5th 1200, 1217 (quoting
11
Aguirre v. Amscan Holdings, Inc. (2015) 234 Cal.AppAth 1290, 1299-1300).) This means that the
12
"potential class members may be identified without unreasonable expense or time and given notice of
13
the litigation, and the proposed class definition offers an objective means of identifying those persons
14
who will be bound by the results ofthe litigation ... " (Id. at p. 1214 (quoting Medrazo v. Honda ofN
15
Hollywood (2008) 166 CaLAppAth 89, 101 (Medrazo 1), rev'd on other grounds, Veera v. Banana
16
Republic, LLC (2016) 6 Cal.App.5th 907,919.)
17
Cosio can identify Class Members through Defendants' payment records and its contracts,
18
which contain Class Members' mailing addresses. 16 Class Members' mailing addresses and records of
19
payment are "objective characteristics" that "track[] the provisions of' the Act and the UCL, and "if it
20
is determined later in the litigation that [these records include payors outside the scope of the Act or
21
UCL,] those persons can be eliminated from the class at that time." (Nicodemus, supra, 3 Cal.App.5th
22
at 1214.) The Court can infer Class Members' citizenship from those Class Members listing a
23
California address in Defendants' payment records. 17 This evidence establishes the Class and Subclass
24
25 16 Preston Dec. at ~ 27 (Defendants stated in verified discovery responses that "Lion generally
maintains copies of its business records, including marketing material; talent service contracts ...
26 payment records; showcase directories ... scripts and presentations (including video); ... and various
27 other miscellaneous records related to its rendition of services"); Ibid. (Defendants' verified discovery
responses confirm payment records in Defendants' payment database contain payor's mailing address).
28 17 The evidence of domicile establishes a presumption of continuing domicile "unless rebutted with

Page - 9-
1 are ascertainable.
2 Class Is Sufficiently Numerous: Numerosity requires that the number of Class Members is so
3 large it is "impracticable to bring them all before the court." (Code ofCiv. Proc. 382.)
4 "[I]mpracticability does not mean impossibility but only that it would be difficult or inconvenient to
5 have all members of the class come before the court individually." (See Occidental Land, Inc. v.
6 Superior Court (1976) 18 Cal.3d 355, 364 fn.7.) The Class and Subclass both meet the numerosity
7 requirement. Collectively, the Talent Directories contain the names and headshots of approximately
8 1,900 individuals. (Preston Dec. at ~ 34.) Four of the Talent Directories (accounting for approximately
9 1200 individuals) also list the individual's home city. (Ibid.) By Cosio's rough count, approximately
lO thirty percent of the individuals in these Talent Directories list a residence in a city inside California.
11 (Ibid.) This evidence establishes numerosity. 18
12 B. The Class and Subclass Represent Well-Defined Communities of Interest.
13 The Class and Subclass represent a community of interests. The "community of interests"
14 requirement has three elements: "(1) predominant common questions oflaw or fact; (2) class
15 representatives with claims or defenses typical of the class; and (3) class representatives who can
16 adequately represent the class." (Brinker, supra, 53 Cal.4th at p. 1021; see also Tobacco, supra, 46
17 Cal.4th at p. 313.) The Class and Subclass satisfies all three elements here.
18 i. Common Questions of Law and Fact Predominate.
19
20
21 sufficient evidence of change." (Mondragon v. Capital One Auto Finance (9th Cir. 2013) 736 F.3d
880,885.) Moreover, it is well-established that "a person's residence [is] prima facie evidence of the
22 person's domicile." (Id. at 886.) Citizenship may thus be inferred from objective characteristics
23 contained in Defendants' records and public records. (See also Serrano v. Bay Bread LLC (N.D. Cal.,
Sept. 10,2014, No. 14- OlO87) 2014 WL 4463843, *3,2014 U.S.Dist.LEXIS 127939, *7 (where class
24 members had a "mailing address in California, ... [i]n the absence of any contrary evidence, it is
reasonable to infer that most of the [class members] live and intend to remain here").) Ifit somehow
25 proves necessary, class members may prove citizenship through affidavits. (Cj SEECO, Inc. v. Snow
(2016) 2016 Ark. 444, ~~ lO-11 [506 S.W.3d 206, 213-214] (upholding certification of class featuring
26 state citizenship requirement).)
18 (Cj, Occidental, supra, 18 Cal.3d at p. 364 fn.7 (more than 150 class members satisfies numerosity);
27
Vasquez v. Superior Court (1971) 4 Ca1.3d 800, 811 (200 class members); Little v. Sanchez (1985) 166
28 Cal.App.3d 501,506 (90 class members).)

Page-lO-
1 To detennine predominance, the Court must compare the common questions of law or fact to
2 individual questions, and then make a pragmatic decision about whether "maintenance of a class action
3 would be advantageous to the judicial process and to the litigants, [Citation.]" (Brinker, supra, 53
4 Ca1.4th at pp. 1021.) The result:
5 hinges on "whether the theory of recovery advanced by the proponents of certification

is, as an analytical matter, likely to prove amenable to class treatment." [Citation.] A
6 court must examine the allegations of the complaint and supporting declarations
[citation] and consider whether the legal and factual issues they present are such that
7 their resolution in a single class proceeding would be both desirable and feasible.
8 (Id. at pp. 1021-22; quoted by Morgan v. Wet Seal, Inc. (2012) 210 Cal.AppAth 1341,1355.) Because
9 predominance is a "comparative concept," predominance does not require a complete absence of
10 individual issues. (Sav-On, supra, 34 Ca1.4th at p. 334.) Predominance permits a certain amount of
11 individualized evidence: "[i]ndividual issues do not render class certification inappropriate so long as
12 such issues may effectively be managed." (Ibid.) It is critical that the predominance inquiry must
13 compare the judicial resources required by one class action against the judicial resources required by
14 many individual actions; it cannot compare a class action that "accommodate[s] some individualized
15 inquiries [to] the absence of any remedial proceeding whatsoever." (ld. at p. 339, fn. 10 (quoted by,
16 e.g., Nicodemus, supra, 3 Cal.App.5th at p. 1219).)
17 Cosio's class claims boil down to five common questions: (a) are Showcase participants
18 "artists" under the Act; (b) did the Class Members pay Defendants "fees" under the Act; ( c) is IP AS an
19 AFTRS under the Act; (d) did Defendants advertise as an AFTRS; and (e) did Barbizon knowingly
20 refer Subclass Members to IPAS? Class certification is proper here because the evidence laid out
21 above makes common adjudication of these elements both desirable and feasible.
22 a. Defendants' Contracts Show the Showcase Participants Were Artists.
23 The Act defines an AFTRS in relevant part as having "receive[ d] a fee from or on behalf of an
24 artist" ( 1702.1, subd. (a, while liability under the Act flows to any "person who is injured by a
25 violation of this chapter". ( 1704.2.) Thus, Cosio must show that her child-the beneficiary of her
26 contract with Defendants-was an artist under the Act.
27 Artists are people who "seek to become [a] person rendering professional services in
28 entertainment enterprises or technologies." ( 1701, subd. (a).) There is both direct and circumstantial

Page -11-
1 evidence that Class Members were injured because they each paid money for an artist to attend a
2 Showcase.
3 First, the parties' contractual language is direct evidence that all parties understood the
4 Showcase participants were artists: their contracts repeatedly refer to artists. 19 All the contracts are
5 titled "Showcase Artist Talent Agreement." (Preston Dec. at Ex. I.) The contracts required that the
6 participants fill out the "Artist Name," separate from any "Registered Guest," and in filling out the
7 fees, Defendants separated the amount as "Artist: $_ _" and "Guests: $_ _ ." (Ibid.) The
8 contracts also describe the Showcases as a "networking and resource opportunity for industry
9 professionals - agents [and] managers." (Preston Dec. at ~ 32, Ex. I.) These contracts, common to
10 every Class Member, confirm that the contracting parties understood that the Showcase participants
11 were artists seeking employment opportunities in the entertainment industry.
12 Second, Defendants' conduct and statements confirm that it believed the Showcase participants
13 attended to seek employment in the entertainment industry. Defendants' Industry Professional
14 Agreements provide direct evidence that Defendants' sought to secure the attendance of talent agents,
15 talent managers, and casting directors at the Showcases, and to ensure those professionals had the
16 "authority to sign, cast, hire, scout or screen new talent." (Preston Dec. at ~ 36.) Likewise, the Talent
17 Directories are direct evidence Defendants understood that Class Members sought employment in the
18 entertainment industry. (See e.g. Preston Dec. at ~ 33 (Talent Directories describe Class members as
19 "aspiring industry professionals" and "who are ready to meet industry professionals and pursue
20 entertainment careers").)
21 Finally, Defendants' marketing also supports the inference that the reason Class members paid
22 for someone to attend a Showcase was to secure that person an opportunity to obtain professional
23 employment in the entertainment industry.20 Indeed, this is the most reasonable inference, especially
24
19 Statements of fact contained in contracts are conclusively presumed to be true. (Evid. Code 622.)
25 Evidence Code section 622 codifies the doctrine of" estoppel by contract," which holds that a party
who signed an agreement "may not thereafter claim that its provisions do not express their intentions
26 or understanding." (City o.fSanta Cruz, supra, 82 Cal.App.4th at p. 1176.)
27 20 California courts have long drawn inferences required for class certification, where there is
circumstantial evidence to support the inferences. (Vasquez, supra, 4 Ca1.3d at p. 814 (inferring
28 reliance on class-wide basis from defendant's misrepresentations), see Ajaxo, supra, 135 Cal.App.4th

Page -12-
1 where Defendants fail to present contrary evidence. (Nicodemus, supra, 3 Cal.App.5th at pp. 1214,
2 1215, 1216 ("reasonable to infer" record supported class certification where defendant "presented no
3 reliable evidence to the contrary"; defendant could not rely on "speculation" to defeat certification).)
4 b. There Is Sufficient Evidence Class Members Paid Fees to Defendants.
5 Defendants' payment records suffice to establish that Class Members paid money to
6 Defendants. (Preston Dec. at ~ 27.) All of Defendants' contracts provide for payment of an advance
7 fee; there is no evidence any of the Act's exceptions to its definition of "fee" apply here. 21
8 c. IP AS Exclusively Operated as an AFTRS.
9 Defendants violated the Act and the UCL's unlawful and unfair prongs by operating an
10 AFTRS. Plaintiff's burden on class certification reflects what she must prove substantively to establish
11 liability on her class claims. (See Brinker, supra, 53 Ca1.4th at p. 1024 (predominance inquiry
12 detennines "whether the elements necessary to establish liability are susceptible of common proof or,
13 if not, whether there are ways to manage effectively proof of any elements that may require
14 individualized evidence").) "On the issue whether common issues predominate in the litigation, a court
15 must 'examine the plaintiff's theory of recovery' and 'assess the nature ofthe legal and factual
16 disputes likely to be presented.'" (Bradley v. Networkers Int'l, LLe (2012) 211 Cal.AppAth 1129,
17 1142 (citing to Brinker, supra, 53 Cal.4th at p. 1025).)
18
19
20 at p. 50 (circumstantial evidence is "[ w ]hen an inference needs to be drawn from the evidence to prove
a fact").) This is merely adapting circumstantial evidence for use in the class certification context. (See
21 Bell, supra, 115 Cal.AppAth at p. 750 ("statistical sampling ... offers a different method of proof,
substituting inference from membership in a class for [direct] testimony").) "It is not necessary to sho
22 an individual's motivation by direct evidence. Whether one party's conduct induced another party's
23 response can often be inferred from the circumstances attending the transaction." (See Bomersheim,
supra, 184 Cal.AppAth at p. 1484 (reasonable to infer on class basis that patients who were told that
24 initial treatment for syphilis was ineffective sought retreatment because of initial mistreatment).)
21 The Act provides two exclusions for fees: (1) fees "calculated as a percentage of the income earned
25 by the artist for his or her employment as an artist" and (2) "[r]eimbursements for out-of-pocket costs
actually incurred by the payee on behalf of the artist[.]" ( 1701, subd. (d)(1), (2).) There is no
26 evidence to support application of either of these exceptions to the Class Members. None of
27 Defendants' contracts provide for Class members to pay a fee based on a percentage of their income,
or to reimburse Defendants for any expenses incurred on Class members' behalf. (Preston Dec. at ~~
28 30-32.)

Page -13-
1 Here, Cosio's theory of recovery is that Defendants are liable for receiving fees for access to its
2 Showcase, This was Defendants' only business. (See Preston Dec. at ~~ 30-32 (Showcase Contracts).)
3 The parties can and must litigate whether Defendants' operation and sales of the Showcase constituted
4 an AFTRS after class certification. (See Brinker, supra, 53 Ca1.4th at p. 1023 ("resolution of disputes
5 over the merits of a case generally must be postponed until after class certification has been decided").)
6 Class certification is proper because common evidence shows that Defendants' operation and sales of
7 the Showcases was uniform for all the Class Members at least as is material to liability under the Act.
8 At a minimum, Defendants' contracts, Talent Directories, and Website all describe the Showcases in
9 essentially the same way, and show that Defendants' business-selling Showcases-violated the Act.
lO Cosio Does Not Have to Show Reliance: Cosio does not have to show that any Class
11 Members relied on Defendants' marketing to prove liability. It is enough for Cosio to show causation:
12 Defendants received fees from the Class Members because they operated or advertised as an AFTRS.22
13 Cosio nonetheless contends Defendants' marketing towards Class Members was standardized
14 and uniform, Under the Act, an AFTRS "provides", "offers to provide", or "advertises or represents
15 itself as providing" those services which include "procuring or attempting to procure" an audition, or a
16 talent agent or talent manager. ( 1702.1 subd.(a).) All Class Members received and ultimately signed
17 the same set of contracts from Defendants for the same services. All the contracts offer to provide
18 access to the Showcases, described as a "networking and resource opportunity for industry
19 professionals [including] agents [and] managers," performance in "5 showcases," as well as inclusion
20 in the Talent Directories. (Preston Dec. at ~ 32.) 23 Thus, evidence common to the class establishes that
21
22 The Act simply requires that Class members be someone "who is injured by a violation of this
22 chapter," which would certainly include payment of Defendants' hefty fees. ( 1704.2.) Here, Class
23 member paid fees to Defendants because Defendants operated and advertised an AFTRS. Where a
statute has no reliance requirement, a plaintiff need only show "someone acted on the basis of the
24 defendant's wrongful conduct". (Mirkin v. Wasserman (1993) 5 Ca1.4th lO82, 1103.) Similarly, no
"actual reliance requirement ... appl[ies] to UCL actions that are not based upon a fraud theory." (See
25 Medrazo 1, supra, 205 Cal.AppAth at p. 12 (citing Tobacco, supra, 46 Ca1.4th at p. 325 fn. 17 ("many
types of unfair business practices in which the concept of reliance ... has no application").)
26 23 Indeed, the contract's disclaimer provides direct evidence of the Showcases' intended purpose:
27 Defendants do "not guarantee any income or employment as a result of attending this event." (See e.g.
Preston Decl. at Ex. J at LION00350 (starting at 6th line from bottom).) The only reason for Defendants
28 to insert this disclaimer into their contracts is because they know that Class member hoped to obtain

Page-14-
1 Defendants uniformly held themselves out to Class Members as offering services that render
2 Defendants an AFTRS.
3 Uniform Disclaimers are a Common Issue Susceptible to Common Proof: Cosio's "theory
4 ofrecovery"-that Defendants received fees from the Class Members because they operated and/or
5 advertised for an AFTRS-is well-suited for class treatment because common questions susceptible to
6 common proof predominate not only as to liability, but also as to Defendants' likely disclaimer-based
7 defense. (See Brinker, supra, 53 Cal.4th at pp. 1021-22.) Defendants contend they slid disclaimers into
8 all their contracts and some other documents. However, if Defendants "defend [Cosio's] claims by
9 arguing" that they uniformly required Class Members to sign disclaimers, that "defense is also a matter
10 of common proof." (Bradley, supra, 211 Cal.App.4th at p. 1150; see also Walsh v. IKON Office
11 Solutions, Inc. (2007) 148 Cal.App.4th 1440, 1453 fn. 8 (inquiry in class certification "is not whether
12 [Defendant] proved its defense, but whether it presented evidence ... that the adjudication of the
13 defense would tum more on individualized questions than on common questions").)24
14 Plaintiff disputes that these disclaimers are material to liability: they are just fig leaves that did
15 not change the ugly realities of Defendants' business. But even legally material variations in
16 Defendants' disclaimers could be easily managed in a class action. Individual disputes which are
17 readily managed do not preclude class certification. (Sav-On, supra, 34 Ca1.4th at p. 334 ("that each
18 class member might be required ultimately to justify an individual claim does not ... preclude ... a
19 class action").) Even if some of Defendants disclaimers did create material variations between Class
20 members, "nothing in the record ... suggest[s]" that a class action "cannot be effectively managed"
21 because the dispute would still "involve ... undisputed evidence." (Medrazo I, supra, 166 Cal.App.4th
22 at p. 100 (defendant had no evidence to rebut class member declarations).)
23 d. Defendants Advertise the Showcase as an AFTRS.
24
25
income and employment through the Showcases.
26 24 Defendants' dispute of Plaintiffs theory of the case must wait until after the class certification stage:
27 the "merits of an anticipated defense [are] not proper considerations on a motion for certification."
(Linder, supra, 23 Ca1.4th at p. 447; See also Brinker, supra, 53 Ca1.4th at p. 1023 ("disputes over the
28 merits ... must be postponed until after class certification" (citations omitted)).)

Page -15-
1 The Act prohibits advertising as an AFTRS. ( 1702.) Defendants advertise the Showcases
2 through its Website, videos, brochures, sponsor fonns, contracts, and Talent Directories, as detailed
3 above. Whether the services advertised by Defendants in its standardized marketing materials,
4 including offered services of providing auditions and interviews with talent agents, constitute
5 prohibited services under the Act is a common question susceptible to common proof. It would
6 invariably lead to inconsistent rulings if the same advertising materials were deemed to violate the Act
7 in case brought by one Class Member and deemed not to do so in another case. Thus, class certification
8 is the appropriate procedure here.
9 e. Barbizon Referred Subclass Members to IPAS.
10 One of Plaintiffs claims against Barbizon hinges on whether it "knowingly refer[red]"
11 Subclass Members to IPAS. ( 1702.) Cosio may establish the referrals on a class-wide basis because
12 Barbizon has admitted that to all of its graduates "who show[ ed] up for their headshots", Barbizon
13 gave out the "welcome" letter referring them to an IP AS try-out. (Preston Dec. at ~ 10, Ex. C at App.
14 14; Id at ~ 25).) Barbizon's knowledge ofIPAS's operations is also plainly a question common to all
15 Subclass Members (especially as the Lionettis own and operate both Barbizon and IPAS).
16 ii. Cosio Is Typical of the Class and Subclass.
17 Cosio is a typical member of the Class and Subclass. This means she "has claims or defenses
18 typical of the class." (Fireside Bank v. Superior Court (2007) 40 Ca1.4th 1069, 1090.) "Typicality
19 refers to the nature of the claim or defense of the class representative, and not to the specific facts from
20 which it arose or the relief sought." (Seastrom v. Neways, Inc. (2007) 149 Cal.App.4th 1496, 1502
21 (quoting Hanan v. Dataproducts Corp. (9th Cif. 1992) 976 F.2d 497,508).) Typicality rests on
22 "whether other members have the same or similar injury, whether the action is based on conduct which
23 is not unique to the named plaintiffs, and whether other class members have been injured by the same
24 course of conduct." (Ibid. (same).) Cosio is typical where her claims arise from paying fees to IPAS to
25 obtain access to its Showcases, and from Barbizon referring her to IP AS. Even if Cosio were "subject
26 to unique defenses," it "does not automatically render [her] atypical." (Fireside Bank, supra, 40
27 Ca1.4th at p. 1091.) "The risk posed by such defenses is the possibility they may distract the class
28 representative from common issues; hence, the relevant inquiry is whether, and to what extent, the

Page -16-
1 proffered defenses are 'likely to become a major focus of the litigation.' [Citation.]" (Ibid.) Here, there
2 are no "factually intensive or legally complex unique defenses that pose any significant risk of
3 diverting [Cosio's] attention from class issues." (Ibid.) Cosio is, therefore, typical of the other Class
4 and Subclass Members.
5 iii. Cosio and Her Counsel Are Adequate Representatives.
6 The Class and Subclass have adequate representation. "The primary criterion for determining
7 whether a class representative has adequately represented a class is whether the representative, through
8 qualified counsel, 'vigorously and tenaciously protected the interests of the class.' [Citation.]" (Simons
9 v. Horowitz (1984) 151 Cal.App.3d 834, 846.) Hence, adequacy requires evidence that the class
lO counsel are "qualified to conduct the proposed litigation and the plaintiff's interests are not
11 antagonistic to the interests of the class. [Citations.]" (McGhee v. Bank ofAm. (1976) 60 Cal.App.3d
12 442, 450.) The record itself often provides circumstantial evidence of class counsel's adequacy. (Ibid.
13 (class counsel adequate where there was "no indication that [class counsel was] not qualified to act as
14 attorneys for the class,,).)25 Cosio's counsel have tenaciously litigated this case, and are highly
15 qualified to litigate this class action. (See Preston Dec. at ~~ 38-39; Declaration of Hallie Von Rock at
16 ~~ 3-6; Declaration of Brent A. Robinson at ~~ 3-4.)
17 Adequate representation also concerns "conflicts of interest between named parties and the
18 class they seek to represent." (Capitol People First v. Department ofDev. Servs. (2007) 155
19 Cal.App.4th 676,697 (quotingJ P. Morgan & Co., Inc. v. Superior Court (2003) 113 Cal.App.4th
20 195, 212).) "[T]he class representative's personal claim must not be inconsistent with the claims of
21 other members of the class. [Citation.]" (Ibid. (same).) There are no such conflicts between Cosio and
22 any other Class or Subclass Member: they all have the same interest in establishing that Defendants'
23 receipt of fees for selling access to their Showcases was illegal. Thus, the Class and Subclass have
24 adequate representation.
25 C. Class Certification Will Provide Substantial Benefits to All.
26
27 25 "Adequate representation is usually presumed in the absence of contrary evidence. [Citation.]"

(Californians for Disability Rights, Inc. v. California Dep't. of Transp. (N.D. Cal. 2008) 249 F.R.D.
28 334,349.)

Page -17-
1 Plaintiff recognizes predominance also requires pragmatic benefits from class certification,
2 While "class actions [are] a means to prevent a failure of justice in our judicial system," class
3 certification requires "substantial benefits [to] accrue both to litigants and the courts," (Linder, supra,
4 23 Ca1.4th at p. 434-435.)26 Substantial benefits are not limited to just a monetary recovery. It is
5 improper to "focus[] narrowly on each putative class member's potential recovery .... [T]he benefits
6 of certification are not measured by reference to individual recoveries alone." (Id. at p. 445.) Even
7 class actions that offer a means to recover only "modest individual damages" nonetheless often provide
8 important benefits that include "a therapeutic effect those [defendants] who indulge in fraudulent
9 practices" and shielding the judiciary from the "burden of multiple litigation involving identical
lO claims." (Ibid. (quoting Vasquez, supra, 4 Ca1.3d at p. 808) (reversing denial of class certification
11 based on class member recovery limited to "minimal 80-cent damage figure").)
12 Certifying the Class and Subclass will provide substantial benefits because it is superior to any
13 of the alternatives.27 (See Sav-On, supra, 34 CaL4th at p. 339 fn, 10 (predominance analysis errs ifit
14 compares costs of class action with "absence of any remedial proceeding whatsoever").) There is no
15 realistic alternative to class litigation: many consumers have already complained about Defendants'
16 business to various governmental agencies and consumer groups (like the BBB) but, as far as Cosio
17 knows, no one has obtained any formal relief from Defendants, (Preston Dec. at ~ 4, Ex, B (FTC FOIA
18 Resp.).) Indeed, it is unlikely any of these consumers are aware of their claims under the Act or the
19 UCL. (Ibid.) On this record, continuing to wait for relief from serial individual litigation or
20 government action is inferior to certifying the Class and Subclass, because that alternative at best
21 "offer[s] [only] the prospect of 'random and fragmentary enforcement'" of the law. (Bell, supra, 115
22 CaLApp.4th at p. 745 (quoting Vasquez, supra, 4 CaL3d at p. 807).) Thus if each Class Member is
23 simply "left to assert his rights alone if and when he can," the justice system will not "sufficiently
24
26 See also Sav-On, supra, 34 CaL4th at p. 332 (quoting Washington Mutual Bank, FA v. Superior
25 Court (2001) 24 CaL4th 906, 914 ("class action should be certified only if it will provide substantial
benefits both to the courts and the litigants")).
26 27 See also Capitol People First v. Dep 'f of Dev. Servs. (2007) 155 Ca1.App.4th 676,689 (given class
27 action's "role ... in deterring and redressing wrongdoing", the "substantial benefits analysis raises the
question whether a class action is superior to individual lawsuits and other alternative procedures for
28 resolving the controversy" (citations omitted).

Page -18-
1 protect the consumer's rights" because consumers are generally not "economically powerful parties
2 who are obviously able and willing to take care of their own interests individually through individual
3 suits." (Vasquez, supra, 4 Ca1.3d at pp. 808.)
4 Class certification offers substantial benefits even if Defendants were to prevail. Judgment only
5 on Cosio's individual claims "places defendants in jeopardy of multiple class actions, with one after
6 another dismissed until one trial court concludes there is some basis for liability and in that case
7 approves class certification." (Brinker, supra, 53 Cal. 4th at p. 1034.) Certifying the Class and Subclass
8 "is far better from a fairness perspective" because it pennits Defendants "to obtain the preclusive
9 benefits of such victories against an entire class and not just a named plaintiff." (Ibid.)
10 D. This Class Action Can Be Properly Managed at Trial.
11 A class action is designed to pennit a named individual to proceed to trial on behalf of the
12 class, including herself, and to try all the class members' claims together to judgment. Defendants
13 will have ample opportunity to present evidence on liability and damages. The evidence of
14 Defendant's liability to the entire class will be established at trial by presentation of Defendant's
15 business practices, as well as its own business records. Once liability has been established, it is
16 simply a mathematical calculation as to the amount of damages and Defendant's payment records
17 can sufficiently provide the basis for such calculation.
18 Recent cases have addressed class action manageability. (See Duran v. Us. Bank National
19 Assn. (2014) 59 Ca1.4th 1,29; Ayala v. Antelope Valley Newspapers, Inc. (2014) 59 Ca1.4th 522,
20 539.)28 If there are material individual variations, the Court must assess whether the variations are
21 likely to be manageable. (Ayala, supra, 59 Ca1.4th at p. 540; See also Bradley, supra, 211 Cal.App.4th
22 at p. 1147 ("The critical fact is that the evidence likely to be relied upon by the parties would be
23 largely uniform throughout the class").) Here, the proof of class-wide liability remains straightforward
24 and any challenges that arise from individualized damage assessments can readily be managed.
25 In particular, Defendant's disclaimer defenses can be litigated on summary judgment after class
26 28 See also Tyson Foods, Inc. v. Bouaphakeo (2016) _U.S._ [136 S.Ct. 1036], which sheds light
27 on the distinction between liability and damages for purposes of class certification. As Justice Roberts'
concurrence makes clear, it is well-settled that predominance is satisfied by common issues ofliability
28 even if damages must be detennined on an individual basis at trial. (Id. at 1051.)

Page -19-
1 certification or common evidence regarding such disclaimers can be presented at triaL Even if some
2 disclaimers do create material variations between Class Members, "nothing in the record ...
3 suggest[ s]" that a class action "cannot be effectively managed" because the dispute would still
4 "involve .. , undisputed evidence." (Medrazo I, supra, 166 CaLAppAth at p. 100 (defendant had no
5 evidence to rebut class member declarations).) Cosio does not have to establish an administratively
6 feasible way to identify class members to certify a class. Any argument by Defendants that Cosio
7 cannot dispositively prove particular elements of her class claims through their records can be rebutted
8 by having the class members present an affidavit in a claims administration process after a liability
9 determination has already been made. (See Estrada v. FedEx Ground Package System, Inc. (2007) 154
lO CaLAppAth 1, 14 ("class is ascertainable if it identifies a group of unnamed plaintiffs by describing a
11 set of common characteristics sufficient to allow a member of that group to identify himself as having
12 a right to recover based on [that] description. [Citation.]").) There is nothing to indicate that trial of
13 Cosio's class claims would be unmanageable or would infringe any of Defendants' rights. In any
14 event, should the Court have any concerns regarding manageability, Cosio respectfully requests that
15 the Court pernlit Cosio an opportunity to show any issues raised can be managed at triaL
16 IV. CONCLUSION
17 Cosio respectfully urges the Court to certify the proposed Class and Subclass, or a variation
18 thereof. Any individual issues are wholly outweighed by the common legal and factual issues.
19
Dated: July 12, 2017
20
lsi Brent A. Robinson
21
Randall B. Aiman-Smith (124599)
22 Reed W.L. Marcy (191531)
Hallie Von Rock (233152)
23 Carey A. James (269270)
Brent A. Robinson (289373)
24 AlMAN-SMITH & MARCY, P.C.
7677 Oakport Street, Suite 1150
25 Oakland, California 94621
817-2711
26 562-6830 (tacsImIle
27
28

Page - 20-
1
Ethan Preston (263295)
2 PRESTON LAW OFFICES
4054 McKinney Avenue, Suite 310
3 Dallas, Texas 75204
564-8340 (telephone)
4 509-1197 (facsimile)
5
Zack Broslavsky (241736)
6 Jonathan A. Weinman (256553)
BROSLAVSKY & WEINMAN, LLP
7 1500 Rosecrans Ave., Suite 500
Los Angeles, CA 90266
8 1 575-2550
1 464-3550
9
10
David C. Parisi (162248)
11 Suzanne Havens Beckman (188814)
P ARTST & HAVENS LLP
12 212 Marine Street, Suite 100
Santa Monica, California 90405
13 (818) 990-1299 (telephone)
(818) 501-7852 (facsimile)
14 dcparisi@parisihavens.com
shavensCa>parisihavens.com
15
Attorneysfor Plaintiff Angelica Cosio, on
16 her own beha?l and beha(fof all others
similarly situated
17
18
19
20
21
22
23
24
25
26
27
28

Page - 21-

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2 Randall B. Aiman-Smith #124599

Motion for Class Certification

David C. Parisi (162248)

Motion for Class Certification

5 A. DEFENDANTS' SHOWCASES VIOLATE THE ACT .......................................................................... - 3-

6 B. DEFENDANTS' STANDARDIZED MARKETING OF THEIR SHOWCASES VIOLATES THE ACT .......... - 5 -

7 C. DEFENDANTS REFERRED PERSONS TO DEFENDANTS' SHOWCASES IN VIOLATION OF THE ACT. - 7 -

8 III. CLASS CERTIFICATION IS APPROPRIATE UNDER SECTION 382 ....................... -7-

Motion for Class Certification

Motion for Class Certification

5 Cedars-Sinai Med. Ctr. v. Shewry (2006) 137 Cal.App.4th 964 ......................................................... - 4-

10 Little v. Sanchez (1985) 166 Cal.App.3d 501 .................................................................................... - 10-

11 McGhee v. Bank ofAm. (1976) 60 Cal.App.3d 442 ........................................................................... - 17 -

12 Medrazo v. Honda of N. Hollywood (2008) 166 Cal.App.4th 89 ........................ - 9 -, - 14 -, - 15 -, - 20 -

13 Morgan v. Wet Seal, Inc. (2012) 210 Cal.App.4th 1341 .................................................................... - 11 -

15 Seastrom v. Neways, Inc. (2007) 149 Cal.App.4th 1496 ................................................................... - 16

16 Simons v. Horowitz (1984) 151 Cal.App.3d 834 ............................................................................... - 17-

18 Veera v. Banana Republic, LLC (2016) 6 Cal.App 5th 907 ................................................................ - 9 -

Motion for Class Certification

2 U.S.Dist.LEXIS 127939 ................................................................................................................. - 10 -

Motion for Class Certification

8 "Industry Professionals," in exchange for thousands of dollars in fees.

Motion for Class Certification

5 II. THE COMMON FACTS AND EVIDENCE SUPPORT CLASS CLAIMS

10 their talent schools.

20 suit is limited to referrals of Califomia residents to IPAS.

Motion for Class Certification

4 [A] person who provides or offers to provide, or advertises or represents itself as

9 (2) Procuring or attempting to procure an audition for an artist.

10 (3) Managing or directing the development of an artist's career.

11 (4) Procuring or attempting to procure a talent agent or talent manager, including an

Motion for Class Certification

2 Defendants' Uniform Contracts Executed by All Class Members: Defendants' contracts

Motion for Class Certification

3 Talent Directories).) The Talent Directories also state:

9 careers in entertainment." (Ibid.)

lO Defendants' Uniform Agreements with Industry Professionals to Procure Auditions for

18 36, Ex. K (emphasis in original).) 10

20 susceptible to common proof.

21 B. Defendants' Standardized Marketing of Their Showcases Violates the Act.

Motion for Class Certification

2 Defendants' Website: Defendants maintain a website at h!1M1illmt.@~.Qill~Y1 ("the

5 "HOLLYWOOD AGENTS, MANAGERS & CASTING DIRECTORS ARE SEARCHING FOR

Motion for Class Certification

11 (Cf Preston Dec. at ~ 20-21.)

14 readily answered on a class-wide basis.

15 C. Defendants Referred Persons to Defendants' Showcases in Violation of the Act.

23 referred Barbizon students to IP AS is also a common question susceptible to common proof.

24 III. CLASS CERTIFICATION IS APPROPRIATE UNDER SECTION 382.

Motion for Class Certification

Motion for Class Certification

2 (Id. at ~ 34.) The complaint also alleges a subclass ("the Subclass"):

Motion for Class Certification

11 (Ibid.) This evidence establishes numerosity. 18

12 B. The Class and Subclass Represent Well-Defined Communities of Interest.

18 i. Common Questions of Law and Fact Predominate.

Motion for Class Certification

4 Ca1.4th at pp. 1021.) The result:

5 hinges on "whether the theory of recovery advanced by the proponents of certification

9 predominance is a "comparative concept," predominance does not require a complete absence of

16 e.g., Nicodemus, supra, 3 Cal.App.5th at p. 1219).)

22 a. Defendants' Contracts Show the Showcase Participants Were Artists.

16 3-6; Declaration of Brent A. Robinson at 3-4.)