Case 5:20-cv-02618-JWH-KK Document 53 Filed 09/29/21 Page 1 of 20 Page ID #:318

1 RICARDO P. CESTERO (SBN 203230)

RCestero@ggfirm.com
2 JOSHUA M. GELLER (SBN 295412)
JGeller@ggfirm.com
3 GREENBERG GLUSKER FIELDS CLAMAN &
MACHTINGER LLP
4 2049 Century Park East, Suite 2600
Los Angeles, California 90067
5 Telephone: 310.553.3610
Fax: 310.553.0687
6
Attorneys for Defendant
7 GOLDEN BOY PROMOTIONS, INC.
8
UNITED STATES DISTRICT COURT
9
CENTRAL DISTRICT OF CALIFORNIA
10
EASTERN DIVISION
GREENBERG GLUSKER FIELDS CLAMAN

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12
2049 Century Park East, Suite 2600

HEREDIA BOXING MANAGEMENT, Case No. 5:20-cv-02618-JWH-KKx

Los Angeles, California 90067
& MACHTINGER LLP

13 INC.; & MOSES HEREDIA,

Assigned to Hon. John W. Holcomb
14 Plaintiffs,
NOTICE OF MOTION AND
15 v. MOTION TO DISMISS
COMPLAINT PURSUANT TO
16 MTK GLOBAL SPORTS FRCP 12(B)(6); MEMORANDUM
MANAGEMENT, LLC; GOLDEN BOY OF POINTS AND AUTHORITIES
17 PRODUCTIONS, INC.; VGC, LLP;
PAUL D. GIBSON; and DANIEL Date: November 5, 2021
18 KINAHAN, Time: 9:00 a.m.
Crtrm: 2
19 Defendants.
20 [Declaration of Ricardo P. Cestero and
[Proposed] Order filed concurrently
21 herewith]
22 Complaint filed: December 18, 2020
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1 TO ALL PARTIES AND THEIR ATTORNEYS OF RECORD:

2 PLEASE TAKE NOTICE that on November 5, 2021 at 1:30 p.m., or as soon
3 thereafter as the matter may be heard in Courtroom 2 of the above-entitled Court,
4 located at 3470 12th St., Riverside, California, Defendant Golden Boy Promotions,
5 Inc. (“GBP”) will, and hereby does, move to dismiss Plaintiff Moses Heredia’s
6 (“Plaintiff”) Complaint, with prejudice, pursuant to Fed. R. Civ. Pro. 12(b)(6), on
7 the grounds that it fails to state any claim for relief against GBP.
8 In particular, the Fifth, Seventh, Eighth, and Ninth Causes of Action against
9 GBP fail as a matter of law because (1) the contractual relationship that GBP
10 purportedly interfered with had already been breached and abandoned before any of
GREENBERG GLUSKER FIELDS CLAMAN

11 GBP’s alleged acts and (2) GBP’s actions were absolutely privileged and not
12 wrongful. The Tenth Cause of Action fails as a matter of law because (1) Plaintiff
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13 cannot allege acts intended to interfere with the contract and (2) Plaintiff cannot
14 allege any actual interference. In the alternative, the Court should decline to
15 exercise supplemental jurisdiction over the Tenth Cause of Action because it does
16 not share a common nucleus of operative fact with any of the federal claims
17 Plaintiff asserts. Finally, the Eleventh Cause of Action fails as a matter of law
18 because Plaintiff cannot identify any specific contractual obligation that GBP
19 purportedly breached or frustrated.
20 This Motion is based on this Notice of Motion and Motion, the attached
21 Memorandum of Points and Authorities, the concurrently filed Declaration of
22 Ricardo Cestero, any reply papers that may be filed, and on such further oral or
23 documentary evidence as may be presented at or before the hearing on this matter.
24 The motion is made following a conference between counsel pursuant to
25 Local Rule 7-3, which took place on August 19, 2021.
26 //
27 //
28 //
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1 DATED: September 29, 2021 GREENBERG GLUSKER FIELDS

CLAMAN & MACHTINGER LLP
2
3
By: /s/ Ricardo P. Cestero
4 RICARDO P. CESTERO (SBN 203230)
JOSHUA M. GELLER (SBN 295412)
5 Attorneys for Defendant GOLDEN BOY
PROMOTIONS, INC.
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10
GREENBERG GLUSKER FIELDS CLAMAN

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2049 Century Park East, Suite 2600
Los Angeles, California 90067
& MACHTINGER LLP

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1 TABLE OF CONTENTS
2
Page
3 I. INTRODUCTION ........................................................................................... 1
4 II. RELEVANT FACTUAL BACKGROUND ................................................... 2
A. Breakdown of Plaintiff’s Contractual Relationship with Diaz in
5 August 2020. ......................................................................................... 2
6 B. Negotiation of the Bouts in February and July 2021. ........................... 3
III. LEGAL STANDARD ..................................................................................... 3
7 IV. PLAINTIFF CANNOT STATE A CLAIM FOR INTERFERENCE
8 WITH THE DIAZ CONTRACT..................................................................... 4
A. Plaintiff Cannot Claim Interference with the Diaz Contract
9 Because the Relationship had Already Been Breached or
Abandoned ............................................................................................ 5
10 B. GBP’s Purported Conduct Was Privileged and Not Wrongful ............ 7
GREENBERG GLUSKER FIELDS CLAMAN

11 V. PLAINTIFF CANNOT STATE A CLAIM FOR BREACH OF THE

IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING ........... 9
12
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A. Plaintiff Cannot Identify any Contractual Terms that Were

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13 Breached or Otherwise Frustrated. ....................................................... 9

VI. PLAINTIFF CANNOT STATE A CLAIM OF INTERFERENCE
14 WITH THE FELICIANO CONTRACT ....................................................... 10
15 A. Plaintiff Cannot Allege any Acts Taken with an Intent to
Interfere with the Feliciano Contract .................................................. 11
16 B. Plaintiff Cannot Allege that GBP’s Actions Resulted in Actual
Interference ......................................................................................... 11
17 C. In the Alternative, the Court Should Decline to Exercise
18 Supplemental Jurisdiction over the Tenth Cause of Action
Because the Feliciano Dispute is Wholly Unrelated to Plaintiff’s
19 Federal Claims. ................................................................................... 12
VII. CONCLUSION ............................................................................................. 14
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1 TABLE OF AUTHORITIES
2
Page
3 CASES
4 1-800 Contacts, Inc. v. Steinberg,
107 Cal. App. 4th 568 (2003) ................................................................................ 5
5
Ashcroft v. Iqbal,
6 556 U.S. 662 (2009) .......................................................................................... 3, 4
7 Bahrampour v. Lampert,
356 F.3d 969 (9th Cir. 2004) ............................................................................... 13
8
Bell Atlantic Corp. v. Twombly,
9 550 U.S. 544 (2007) .............................................................................................. 3
10 Cabanas v. Gloodt Assocs.,
942 F. Supp. 1295 (E.D. Cal. 1996), aff’d 141 F.3d 1174 (9th Cir.
GREENBERG GLUSKER FIELDS CLAMAN

11 1998) ...................................................................................................................... 9
12 Careau & Co. v. Sec. Pac. Bus. Credit, Inc.,
2049 Century Park East, Suite 2600

222 Cal. App. 3d 1371 (1990) ............................................................................. 10

Los Angeles, California 90067
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13
Carstens Chevrolet, Inc. v. Gen. Motors, LLC,
14 No. 216CV02618MCECMK, 2017 WL 2654903 (E.D. Cal. June
20, 2017) ................................................................................................................ 8
15
Dryden v. Tri-Valley Growers,
16 65 Cal. App. 3d 990 (1977) ................................................................................... 7
17 Esplanade Prods., Inc. v. Walt Disney Co.,
2017 WL 5635027 (C.D. Cal. Nov. 8, 2017) ........................................................ 4
18
Forcier v. Microsoft Corp.,
19 123 F. Supp. 2d 520 (N.D. Cal. 2000)................................................................... 6
20 Grant v. Aurora Loan Servs., Inc.,
736 F. Supp. 2d 1257 (C.D. Cal. 2010) ............................................................... 10
21
Griffin v. Green Tree Servicing, LLC,
22 166 F. Supp. 3d 1030 (C.D. Cal. 2015) ................................................................. 9
23 Guz v. Bechtel Nat. Inc.,
24 Cal. 4th 317 (2000) ........................................................................................... 9
24
Kuba v. 1–A Agr. Ass’n,
25 387 F.3d 850 (9th Cir. 2004) ............................................................................... 13
26 Maranon v. Santa Clara Stadium Auth.,
No. 15-CV-04709-BLF, 2017 WL 4573370 (N.D. Cal. Oct. 13,
27 2017) .................................................................................................................... 13
28
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1 TABLE OF AUTHORITIES
2 (continued)
Page
3 Matthews v. Specialized Loan Servicing, LLC,
No. CVED2000307CJCSPX, 2020 WL 1889043 (C.D. Cal. Apr.
4 15, 2020) ................................................................................................................ 9
5 Microsemi Corp. v. Silicon Networks, Ltd.,
No. SACV171064DOCJDEX, 2017 WL 7201878 (C.D. Cal. Sept.
6 14, 2017) .............................................................................................................. 12
7 Nat’l Funding, Inc. v. Com. Credit Counseling Servs., Inc.,
No. CV 18-6437-MWF (ASX), 2018 WL 6444899 (C.D. Cal. Nov.
8 6, 2018) .................................................................................................................. 6
9 Quelimane Co. v. Stewart Title Guar. Co.,
19 Cal. 4th 26 (1998) ............................................................................................. 7
10
Rutman Wine Co. v. E. & J. Gallo Winery,
GREENBERG GLUSKER FIELDS CLAMAN

11 829 F.2d 729 (9th Cir. 1987) ................................................................................. 4

12 SIC Metals, Inc. v. Hyundai Steel Co.,
2049 Century Park East, Suite 2600

442 F. Supp. 3d 1251 (C.D. Cal. 2020), aff’d, 838 F. App’x 315
Los Angeles, California 90067
& MACHTINGER LLP

13 (9th Cir. 2021) ................................................................................................... 7, 8

14 Stereoscope, LLC v. U.S. Bank Nat’l Ass’n,
675 F. App’x 725 (9th Cir. 2017) .................................................................. 5, 6, 7
15
UMG Recordings, Inc. v. Glob. Eagle Ent., Inc.,
16 117 F. Supp. 3d 1092 (C.D. Cal. 2015) ................................................................. 5
17 United Nat. Maint., Inc. v. San Diego Convention Ctr., Inc.,
766 F.3d 1002 (9th Cir. 2014) ............................................................................... 5
18
Winebarger v. Pennsylvania Higher Educ. Assistance Agency,
19 411 F. Supp. 3d 1070 (C.D. Cal. 2019) ................................................................. 4
20 STATUTES
21 28 U.S.C. § 1367(a) .................................................................................................. 12
22 RICO ......................................................................................................................... 12
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1 MEMORANDUM OF POINTS AND AUTHORITIES

2 I. INTRODUCTION
3 This action involves a dispute between Plaintiff Moses Heredia (“Plaintiff”),
4 a boxing manager, and his former client Joseph “JoJo” Diaz, Jr. (“Diaz”) and
5 Diaz’s current business representatives. Plaintiff alleges that Diaz’s current
6 representatives, including Defendants MTK Global Sports Management, LLC and
7 MTK Global USA, LLC (collectively, “MTK”), ran a racketeering scheme at the
8 same time that they poached Diaz from Plaintiff. Whatever the merits of those
9 allegations, they have nothing whatsoever to do with defendant Golden Boy
10 Promotions, Inc. (“GBP”), which now brings the instant motion to dismiss.
GREENBERG GLUSKER FIELDS CLAMAN

11 GBP is a boxing promoter. GBP has a valid and binding promotional

12 contract with Diaz through which GBP is responsible for organizing and promoting
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13 Diaz’s professional boxing matches (bouts). In August 2020, Diaz ended his
14 contractual relationship with Plaintiff. Compl. at ¶ 9. Diaz and his (new)
15 representatives subsequently instructed GBP to deal only with them in organizing
16 two bouts set to occur in February and July 2021, and not to deal with Plaintiff.
17 Compl. ¶ 23, 25. GBP did as it was instructed.
18 Now, Plaintiff seeks to drag GBP into his dispute with Diaz and MTK by
19 alleging that GBP interfered with Plaintiff’s contractual relationship with Diaz. But
20 under California law, one cannot interfere with a contract that has already been
21 breached or abandoned. By Plaintiff’s own allegations, his contract with Diaz
22 ended in August 2020, long before GBP took any of the actions alleged in the
23 Complaint. What is more, all of GBP’s alleged actions were absolutely justified as
24 necessary to protect its own interests in its contract with Diaz. Plaintiff therefore
25 cannot state any claim for interference or inducement of a breach of contract.
26 Plaintiff also fails to state any other viable claims against GBP. Plaintiff
27 asserts a claim of breach of the implied covenant but fails to identify any
28 contractual obligation that was purportedly frustrated. He also asserts a claim of
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1 interference with respect to an unrelated contract with a different boxer (Luis

2 Feliciano), but does not allege any actual acts of interference. In any event, that
3 claim has no connection to this action and the Court should decline to exercise
4 supplemental jurisdiction over it.
5 Plaintiff’s claims—whatever their factual merits—concern the actions of
6 Diaz and his representatives. GBP did nothing to induce any breakdown in
7 Plaintiff’s relationship with Diaz and took actions only as instructed by Diaz and as
8 necessary to satisfy GBP’s own contractual obligations. As such, Plaintiff cannot
9 state any claim for relief against GBP as a matter of law, and GBP respectfully
10 requests that the Court dismiss each cause of action without leave to amend.
GREENBERG GLUSKER FIELDS CLAMAN

11
12 II. RELEVANT FACTUAL BACKGROUND
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13 A. Breakdown of Plaintiff’s Contractual Relationship with Diaz in August

14 2020.
15 Plaintiff alleges that he managed Diaz pursuant to a Boxer-Manager Contract
16 dated February 23, 2017. Compl. ¶ 2, 9. Diaz subsequently entered into a
17 “business advisory agreement” with MTK, with the assistance of the law firm of
18 VGC, LLP. Compl. ¶ 9. Plaintiff alleges that this business advisory agreement
19 marked the end of his relationship with Diaz: “The long-standing relationship
20 between Mr. Heredia and Mr. Diaz ended on August 4, 2020 when [the business
21 advisory agreement] was signed.” Compl. ¶ 9. Plaintiff learned of the business
22 advisory agreement “through a text message sent by Mr. Diaz to Mr. Ralph
23 Heredia, Plaintiff’s brother, on August 9, 2020 and later through press releases and
24 social media on August 12, 2020.” Compl. ¶ 17.
25 Plaintiff asserts that Diaz breached his agreement with Plaintiff by entering
26 into that business advisory agreement: “[When] Mr. Diaz signed the MTK USA
27 purported business advisory agreement [on August 4, 2020] and ceased
28 communication with Mr. Heredia he breached the Boxer-Manager Contract signed
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1 on February 23, 2017.” Compl. ¶ 21.

2 In light of that breach, “on August 20, 2020, Mr. Heredia filed an arbitration
3 request with the Commission with respect to Mr. Diaz’s breach of contract pursuant
4 to the terms of the Boxer-Manager Contract and relevant statutory and regulatory
5 provisions.” Compl. ¶ 21.
6 B. Negotiation of the Bouts in February and July 2021.
7 GBP is party to a promotional agreement with Diaz. Compl. ¶¶ 11–13.
8 Shortly after August 21, 2020, James Greeley, an attorney for Diaz, instructed GBP
9 to communicate with him as Diaz’s legal counsel, and not with Plaintiff. Compl. ¶
10 23. By September 14, 2020, Mr. Greeley allegedly instructed counsel for Plaintiff
GREENBERG GLUSKER FIELDS CLAMAN

11 not to have any further communications with GBP “that purport to be on Mr. Diaz’s
12 behalf.” Id. Diaz’s attorneys then purportedly “directed counsel for GBP to work
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13 with MTK” in connection with two upcoming bouts scheduled in February and July
14 2021. Compl. ¶ 25.
15 Plaintiff then alleges that “GBP worked with [Diaz’s counsel] and MTK /
16 MTK USA to facilitate Mr. Diaz’s bouts despite being placed on full notice that
17 neither VGC, nor MTK / MTK USA have lawful authority to [manage Diaz].”
18 Compl. ¶ 31. Plaintiff alleges that GBP acted wrongfully by “scheduling two
19 bouts” in February and July 2021. Compl. ¶ 71.
20
21 III. LEGAL STANDARD
22 Under Federal Rule of Civil Procedure 12(b)(6), a complaint must allege
23 “sufficient factual matter” to “state a claim for relief that is plausible on its face.”
24 Ashcroft v. Iqbal, 556 U.S. 662, 663 (2009) (emphasis added); Bell Atlantic Corp.
25 v. Twombly, 550 U.S. 544, 570 (2007). “Threadbare recitals of the elements of a
26 cause of action, supported by mere conclusory statements, do not suffice.” Iqbal,
27 556 U.S. at 678. While a court “must take all of the factual allegations in the
28 complaint as true,” it should not give legal conclusions this assumption of veracity.
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1 Id. Indeed, “[t]he Court must disregard allegations that are legal conclusions, even
2 when disguised as facts.” Esplanade Prods., Inc. v. Walt Disney Co., 2017 WL
3 5635027, at *7 (C.D. Cal. Nov. 8, 2017) (citing Iqbal, 556 U.S. at 681). Dismissal
4 under Rule 12(b)(6) is proper where there is either a “lack of a cognizable legal
5 theory” or “the absence of sufficient facts alleged under a cognizable legal theory.”
6 Winebarger v. Pennsylvania Higher Educ. Assistance Agency, 411 F. Supp. 3d
7 1070, 1082 (C.D. Cal. 2019). The Court may dismiss a claim without leave to
8 amend when “further amendment would be futile.” Rutman Wine Co. v. E. & J.
9 Gallo Winery, 829 F.2d 729, 738 (9th Cir. 1987).
10
GREENBERG GLUSKER FIELDS CLAMAN

11 IV. PLAINTIFF CANNOT STATE A CLAIM FOR INTERFERENCE

12 WITH THE DIAZ CONTRACT
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13 Plaintiff asserts four causes of action against GBP relating to Plaintiff’s

14 Boxer-Manager Contract and relationship with Diaz: (1) tortious interference with a
15 contract (the Fifth Cause of Action); (2) inducing a breach of contract (the Seventh
16 Cause of Action); (3) intentional interference with prospective economic relations
17 (the Eighth Cause of Action); and (4) negligent interference with prospective
18 economic relations (the Ninth Cause of Action). Each of these causes of action
19 relies on the same alleged conduct by GBP: that GBP organized two bouts for Diaz
20 that took place in February and July 2021 without involving Plaintiff. See Compl.
21 ¶¶ 31–32, 71. Plaintiff alleges that this act interfered with his Boxer-Manager
22 Contract with Diaz. Compl. ¶ 130 (alleging interference with the “exclusive boxer-
23 manager contract” between Plaintiff and Diaz); ¶ 152 (describing his prospective
24 economic relations with Diaz as the “contract with Mr. Diaz for boxing
25 management”).
26 As relevant to this motion, the four causes of action have essentially the same
27 elements. The elements of a claim for tortious interference with a contract are: “(1)
28 a valid contract between plaintiff and a third party; (2) defendant's knowledge of
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1 this contract; (3) defendant's intentional acts designed to induce a breach or

2 disruption of the contractual relationship; (4) actual breach or disruption of the
3 contractual relationship; and (5) resulting damage.” United Nat. Maint., Inc. v. San
4 Diego Convention Ctr., Inc., 766 F.3d 1002, 1006 (9th Cir. 2014). A claim for
5 inducing a breach of contract is “a species of intentional interference with
6 contractual relations,” and has the exact same elements. 1-800 Contacts, Inc. v.
7 Steinberg, 107 Cal. App. 4th 568, 585 (2003).
8 A claim for interference with prospective economic advantage “has
9 essentially the same elements as a claim for intentional interference with
10 contractual relations” but also requires proof that the defendant “engaged in
GREENBERG GLUSKER FIELDS CLAMAN

11 conduct that was wrongful by some legal measure other than the fact of interference
12 itself.” Stereoscope, LLC v. U.S. Bank Nat’l Ass’n, 675 F. App’x 725, 726 (9th Cir.
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13 2017). The claim for negligent interference requires, instead of intentional acts
14 designed to induce breach, that defendant “was aware or should have been aware
15 that if it did not act with due care its actions would interfere with this relationship.”
16 UMG Recordings, Inc. v. Glob. Eagle Ent., Inc., 117 F. Supp. 3d 1092, 1118 (C.D.
17 Cal. 2015).
18 Plaintiff fails to state any valid claim for interference or inducement of
19 breach because Plaintiff’s contractual relationship with Diaz had already been
20 breached or abandoned before any of GBP’s actions that purportedly constituted the
21 interference and because GBP’s actions were privileged and lawful as they were
22 taken in furtherance of GBP’s own contractual relationship with Diaz.
23 A. Plaintiff Cannot Claim Interference with the Diaz Contract Because
24 the Relationship had Already Been Breached or Abandoned
25 In order to state a claim for interference or inducing a breach of contract,
26 Plaintiff “must allege . . . that the contract would otherwise have been performed.”
27 Stereoscope, 675 F. App’x at 726. In other words, Plaintiff must allege that the
28 agreement at issue “would not have been breached or disrupted but for the alleged
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1 interference.” Nat’l Funding, Inc. v. Com. Credit Counseling Servs., Inc., No. CV
2 18-6437-MWF (ASX), 2018 WL 6444899, at *5 (C.D. Cal. Nov. 6, 2018) (citing
3 Dryden v. Tri-Valley Growers, 65 Cal. App. 3d 990, 997–98 (1977); see also
4 Forcier v. Microsoft Corp., 123 F. Supp. 2d 520, 532 (N.D. Cal. 2000) (no
5 interference where “according to [plaintiff’s] own allegations,” the contract had
6 already been breached before the alleged interference occurred). Here, Plaintiff’s
7 allegations confirm that Plaintiff cannot establish this critical causation element.
8 As discussed above, the contractual and prospective economic relationship
9 with which GBP is alleged to have interfered is the Boxer-Manager Contract
10 between Plaintiff and Diaz. Compl. ¶¶ 2, 9, 130 147, 152, 164. Plaintiff alleges
GREENBERG GLUSKER FIELDS CLAMAN

11 that this contractual relationship “ended on August 4, 2020 when [the business
12 advisory agreement between Diaz and MTK] was signed.” Compl. ¶¶ 9, 14. At
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13 that time, Diaz sent Plaintiff a message stating that he “signed an advisory deal with
14 MTK” and that “[i]t’s time for a change.” Compl. ¶ 17. Recognizing that Diaz had
15 breached the Boxer-Manager Contract, a few weeks later, on August 20, 2020,
16 Heredia “filed an arbitration request with the Commission with respect to Mr.
17 Diaz’s breach of contract pursuant to the terms of the Boxer-Manager Contract and
18 relevant statutory and regulatory provisions.” Compl. ¶ 21. Plaintiff’s own
19 allegations unmistakably establish the end of the contractual relationship no later
20 than August 20, 2020.
21 GBP’s purported actions at issue in this case occurred months later.
22 Plaintiff’s only allegation of interference by GBP relates to GBP organizing two
23 events that took place in February 2021 and July 2021—six months to nearly a year
24 after the end of the Boxer-Manager Contract. Compl. ¶¶ 31, 71 (alleging that GBP
25 interfered by “scheduling two bouts. One on February 13, 2021 . . . [and one] on
26 July 9, 2021.”). There is no allegation that GBP did anything prior to August
27 2020—nor anything even close to that time period.
28 This case is therefore analogous to Stereoscope, 675 F. App’x 725. In
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1 Stereoscope, the Ninth Circuit affirmed dismissal of claims for intentional

2 interference with contractual relations because the contractual relationship at issue
3 “soured months before . . . any of the alleged fraud or misconduct [by defendant]
4 occurred.” Id. at 726; see also Dryden, 65 Cal. App. 3d at 997 (1977) (where “the
5 performance of the disputed contracts had been abandoned and discontinued []
6 many months prior to the” alleged interference, plaintiff could not state a claim for
7 interference). By Plaintiff’s own allegations, his relationship with Diaz had
8 irreparably soured as of August 20, 2020—to the point that he commenced
9 litigation in an arbitral forum—months before GBP engaged in any of the conduct
10 described in the Complaint.
GREENBERG GLUSKER FIELDS CLAMAN

11 On that basis alone, each claim for interference or inducement should be

12 dismissed without leave to amend.
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13 B. GBP’s Purported Conduct Was Privileged and Not Wrongful

14 In order to state a claim for interference or inducement of a breach, the
15 alleged interference must also be unjustified or improper. As the California
16 Supreme Court has explained, if a defendant “is not acting criminally nor with
17 fraud or violence or other means wrongful in themselves but is endeavoring to
18 advance some interest of his own, the fact that he is aware that he will cause
19 interference with the plaintiff’s contract may be regarded as such a minor and
20 incidental consequence and so far removed from the defendant’s objective that as
21 against the plaintiff the interference may be found to be not improper.” Quelimane
22 Co. v. Stewart Title Guar. Co., 19 Cal. 4th 26, 56 (1998).
23 The import of this rule is that, when a party acts to further its own legal rights
24 (for example, to fulfill its own contractual obligations), any incidental interference
25 that arises is deemed justified and not actionable. SIC Metals, Inc. v. Hyundai Steel
26 Co., 442 F. Supp. 3d 1251, 1256–57 (C.D. Cal. 2020), aff’d, 838 F. App’x 315 (9th
27 Cir. 2021). “[I]f a defendant’s ‘conduct was lawful and undertaken to enforce its
28 rights,’ it cannot be held liable for intentional interference with a contract even if it
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1 knew that such conduct might interrupt a third party’s contract.” Id.
2 This rule is especially material when “two parties have separate contracts
3 with a third,” because in that circumstance, “each may resort to any legitimate
4 means at his disposal to secure performance of his contract even though the
5 necessary result will be to cause a breach of the other contract.” Carstens
6 Chevrolet, Inc. v. Gen. Motors, LLC, No. 216CV02618MCECMK, 2017 WL
7 2654903, at *4 (E.D. Cal. June 20, 2017) (citing Imperial Ice Co. v. Rossier, 18
8 Cal. 2d 33, 37 (1941)).
9 Here, the Complaint explicitly alleges that GBP had its own contractual
10 relationship with Diaz. See, e.g., Compl. at ¶ 12 (describing the Promotional
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11 Agreement Term Sheet that GBP entered into with Diaz). The Complaint further
12 alleges that Mr. Greeley, an attorney for VGC, “instructed GBP to communicate
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13 with him as Diaz’s legal counsel.” Compl. ¶ 23. The Complaint also alleges that
14 “Diaz, advised and aided by Mr. James Greeley of VGC instructed GBP not to pay
15 [Plaintiff] the 18% management fee per the Boxer-Manager Contract.” Compl.
16 ¶ 37. Plaintiff therefore alleges that all actions taken by GBP were taken pursuant
17 to specific instructions from Diaz and his attorneys.
18 GBP acting pursuant to instructions from Diaz and his legal counsel,
19 pursuant to GBP’s contractual agreement with Diaz, is justified and privileged
20 conduct that cannot form the basis of claims for interference or inducement of a
21 breach of contract. There is no dispute that the two bouts that GBP organized for
22 Diaz in February and July 2021 were arranged “in accordance with the promotion
23 agreement” between Diaz and GBP. Compl. ¶ 35. GBP was absolutely justified in
24 proceeding to fulfill its contractual obligations to Diaz by negotiating the two bouts
25 pursuant to Diaz’s instructions. The fact that Diaz’s instructions were, according to
26 Plaintiff, a breach of Diaz’s obligations to Plaintiff does not lessen GBP’s
27 independent obligations to Diaz. On these facts, GBP was entitled to protect its
28 own financial interests under the promotion contract and proceed with organizing
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1 the two bouts. See, e.g., Cabanas v. Gloodt Assocs., 942 F. Supp. 1295, 1306 (E.D.
2 Cal. 1996), aff’d 141 F.3d 1174 (9th Cir. 1998) (finding that defendant
3 “legitimately could interfere in the management contract to protect” its own
4 financial interests).
5 Because GBP’s conduct was absolutely privileged and justified due to its
6 own contractual obligations to Diaz, Plaintiff cannot state a claim for interference
7 as a matter of law.
8
9 V. PLAINTIFF CANNOT STATE A CLAIM FOR BREACH OF THE
10 IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING
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11 A. Plaintiff Cannot Identify any Contractual Terms that Were Breached or

12 Otherwise Frustrated.
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13 Plaintiff’s Eleventh Cause of Action alleges that GBP breached the implied
14 covenant of good faith and fair dealing in connection with the boxing promotion
15 contract between Plaintiff, GBP, and Diaz. Compl. ¶ 175. But because Plaintiff
16 does not identify any specific contractual obligations that GBP purportedly
17 breached or frustrated, Plaintiff cannot state a claim for breach of the implied
18 covenant as a matter of law.
19 “In order to state a claim for breach of an implied covenant of good faith and
20 fair dealing, the specific contractual obligation from which the implied covenant of
21 good faith and fair dealing arose must be alleged.” Griffin v. Green Tree Servicing,
22 LLC, 166 F. Supp. 3d 1030, 1048 (C.D. Cal. 2015); see also Matthews v.
23 Specialized Loan Servicing, LLC, No. CVED2000307CJCSPX, 2020 WL 1889043,
24 at *8 (C.D. Cal. Apr. 15, 2020) (finding implied covenant claim deficient because it
25 “does not allege which specific contractual provision [defendant] violated”). The
26 implied covenant “exists merely to prevent one contracting party from unfairly
27 frustrating the other party’s right to receive the benefits of the agreement actually
28 made.” Guz v. Bechtel Nat. Inc., 24 Cal. 4th 317, 349 (2000). It is still the
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1 obligation of Plaintiff to identify what contractual rights are purportedly being

2 frustrated, or what benefit under the agreement he is being denied. Careau & Co. v.
3 Sec. Pac. Bus. Credit, Inc., 222 Cal. App. 3d 1371, 1393 (1990). The implied
4 covenant does not create new contractual obligations—it “is limited to assuring
5 compliance with the express terms of the contract, and cannot be extended to create
6 obligations not contemplated by the contract.” Grant v. Aurora Loan Servs., Inc.,
7 736 F. Supp. 2d 1257, 1268 (C.D. Cal. 2010) (quoting Pasadena Live v. City of
8 Pasadena, 114 Cal. App. 4th 1089, 1094 (2004)).
9 Here, Plaintiff claims GBP breached the implied covenant by not paying
10 Plaintiff 18% of Diaz’s purse from the February 13, 2021 bout. But Plaintiff does
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11 not allege any specific contractual terms that purportedly require GBP to pay
12 Plaintiff that amount. See Compl. ¶ 178. Nor does Plaintiff identify a single term
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13 of the boxing promotion contract that he claims was frustrated. See Compl. ¶ 175
14 (identifying the contract without stating any material terms). To the contrary, the
15 Complaint alludes to an unspecified and indefinite “oral agreement” between GBP
16 and Plaintiff—but even as to this oral agreement (whatever it was), Plaintiff does
17 not allege the specific terms that GBP purportedly frustrated. Accordingly,
18 Plaintiff’s claim for breach of the implied covenant appears to be an attempt to
19 create new obligations that did not exist under the promotion contract and therefore
20 fails as a matter of law.
21
22 VI. PLAINTIFF CANNOT STATE A CLAIM OF INTERFERENCE WITH
23 THE FELICIANO CONTRACT
24 Plaintiff’s cursory allegations of interference with a boxer-manager contract
25 with Luis Feliciano also fail to state a claim. First, Plaintiff does not allege that
26 GBP took any action with an intent to interfere with the contract. Second, Plaintiff
27 does not allege that any interference actually resulted. Separate from these
28 deficiencies, the claim relating to Feliciano’s contract has absolutely no connection
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1 to the rest of this lawsuit. As such, the Court should, in the alternative, decline to
2 exercise supplemental jurisdiction over the claim.
3 A. Plaintiff Cannot Allege any Acts Taken with an Intent to Interfere with
4 the Feliciano Contract
5 Plaintiff’s allegations of interference with the Feliciano contract are vague in
6 the extreme. Plaintiff complains only that a representative of GBP made multiple
7 phone calls to Feliciano that “attempted to sow doubt” in Feliciano’s mind about
8 his contract with Plaintiff. Compl. ¶ 53. The Complaint does not allege that GBP
9 told or asked Feliciano to breach his contract with Plaintiff or otherwise terminate
10 his relationship with Plaintiff. See Compl. ¶ 170 (alleging only that a representative
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11 of GBP told Feliciano that “I see you and Golden Boy lasting for a long time,” and
12 that GBP gave Feliciano the phone number for Diaz). Even drawing reasonable
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13 inferences in favor of Plaintiff, none of these allegations amount to “intentional and

14 unjustified acts designed to interfere with or disrupt the contract.” See, e.g., Upper
15 Deck Int’l B.V. v. Upper Deck Co., No. 11CV1741-LAB CAB, 2012 WL 2309176,
16 at *1 (S.D. Cal. June 18, 2012) (quoting Hahn v. Diaz-Barba, 194 Cal. App. 4th
17 1177, 1196 (2011) (finding no interference where Plaintiff failed to allege facts
18 giving rise to a plausible inference of intentional acts designed to interfere with the
19 contract). The tenuous allegation that GBP “intended to sow doubt” in Feliciano’s
20 mind about his contract with Heredia (Comp. ¶ 171) falls far short of an allegation
21 that GBP intentionally interfered with the contract.
22 B. Plaintiff Cannot Allege that GBP’s Actions Resulted in Actual
23 Interference
24 Even if Plaintiff could infer an intent to interfere (which he cannot), there is
25 no allegation in the Complaint that any interference actually occurred. Feliciano
26 did not terminate or breach his contract with Plaintiff. Compl. ¶ 170 (describing
27 how Plaintiff “quash[ed] any negative thoughts” Feliciano had about his contract,
28 but not that the contract was terminated or breached). Instead, Plaintiff simply
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1 states, without factual basis, the ultimate legal conclusion that GBP’s actions
2 caused Plaintiff additional time and expense and therefore harmed Plaintiff.
3 Compl. ¶¶ 170–172. But these conclusory allegations do not carry Plaintiff’s
4 pleading burden. See, e.g., Microsemi Corp. v. Silicon Networks, Ltd., No.
5 SACV171064DOCJDEX, 2017 WL 7201878, at *7 (C.D. Cal. Sept. 14, 2017)
6 (dismissing interference claim where plaintiff did not allege any loss of business or
7 other specific facts showing actual interference). Plaintiff suggests that his rights
8 were impaired because he was supposed to serve “a firewall function” between
9 GBP and Feliciano, and that GBP “trampled upon” that function by talking directly
10 to Feliciano. Compl. ¶ 172. The notion that Plaintiff had to have conversations
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11 with his own client (Feliciano) and therefore has been harmed is outlandish and
12 unsupported by any facts. There is simply no allegation of any actual interference.
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13 C. In the Alternative, the Court Should Decline to Exercise Supplemental

14 Jurisdiction over the Tenth Cause of Action Because the Feliciano
15 Dispute is Wholly Unrelated to Plaintiff’s Federal Claims.
16 In the alternative, if the Court does not dismiss the claim, the Court should
17 decline to exercise supplemental jurisdiction over it because the Feliciano dispute
18 has zero relation to Plaintiff’s federal claims. Jurisdiction in this action is based on
19 various federal RICO claims that Plaintiff asserts against MTK. Compl. ¶¶ 64, 97–
20 128. Each of those claims relates to Plaintiff’s contract with Diaz. E.g., Compl.
21 ¶ 103 (alleging that MTK’s purported racketeering activities injured Plaintiff’s
22 “business relationship between Plaintiff and Mr. Diaz”). Feliciano’s name does not
23 even appear in any portion of the Complaint that addresses these federal claims.
24 The sole claim against any party relating to Feliciano is a state law claim (tortious
25 interference) against GBP.
26 District courts may exercise supplemental jurisdiction over a state law claim
27 only when the claim is so related to federal claims in the action that they are part of
28 the same “case or controversy” under Article III of the Constitution. 28 U.S.C. §
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1 1367(a). State law claims are part of the same “case or controversy” as federal
2 claims only when “they derive from a common nucleus of operative fact and are
3 such that a plaintiff would ordinarily be expected to try them in one judicial
4 proceeding.” Kuba v. 1–A Agr. Ass’n, 387 F.3d 850, 855 (9th Cir. 2004). But
5 Plaintiff’s federal law claims relating to MTK and its dealings with Diaz have no
6 bearing whatsoever on any dispute between Plaintiff and GBP relating to Feliciano
7 that arises under state law.
8 Where a Plaintiff alleges different injuries arising from different events, the
9 exercise of supplemental jurisdiction is not proper. E.g., Maranon v. Santa Clara
10 Stadium Auth., No. 15-CV-04709-BLF, 2017 WL 4573370, at *4 (N.D. Cal. Oct.
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11 13, 2017) (finding that the exercise of supplemental jurisdiction would be improper
12 where a plaintiff alleged claims against a stadium for a slip and fall and against
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13 doctors for medical malpractice exacerbating that injury). Here, the claim against
14 GBP relating to Feliciano would require an entirely separate trial regarding a
15 wholly different set of facts. To be clear, none of the facts underlying the federal
16 claims involving Diaz would have anything to do with the Feliciano state law
17 claim. See Bahrampour v. Lampert, 356 F.3d 969, 978 (9th Cir. 2004) (exercise of
18 supplemental jurisdiction is only proper in situations where the “state and federal
19 claims would normally be tried together”). The supposed injury at issue in the
20 Feliciano claim is some unspecified impairment of Plaintiff’s relationship with
21 Feliciano—having nothing whatsoever to do with racketeering claims against MTK
22 connected to Diaz. Compl. ¶ 172. Indeed, the defendants against which Plaintiff
23 asserts his federal claims are not even mentioned in any of the allegations
24 concerning the Feliciano contract. Compl. ¶¶ 168–173. There is no plausible
25 connection between the Feliciano state law claim and the federal claims Plaintiff
26 asserts against unrelated parties. The Court therefore should decline to exercise
27 supplemental jurisdiction over Plaintiff’s Tenth Cause of Action.
28
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1 VII. CONCLUSION
2 Each of Plaintiff’s claims against GBP is fatally deficient. Plaintiff cannot
3 state any claim for interference with the Diaz contract, because that contract had
4 already been breached before any of GBP’s alleged actions and because GBP’s
5 actions were justified to protect its own interests. Plaintiff cannot state any claim
6 for breach of the implied covenant because there are no contractual terms giving
7 rise to any such obligation nor any terms that GBP frustrated. Plaintiff cannot state
8 a claim as to the Feliciano contract because Plaintiff cannot allege that GBP
9 engaged in any interference or that any interference that occurred; moreover, the
10 claim has no relation to this action and the Court should decline to exercise
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11 supplemental jurisdiction over it. GBP therefore respectfully requests that the
12 Court dismiss with prejudice all claims against GBP.
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13
DATED: September 29, 2021 GREENBERG GLUSKER FIELDS
14 CLAMAN & MACHTINGER LLP
15
16 By: /s/ Ricardo P. Cestero
RICARDO P. CESTERO (SBN 203230)
17 JOSHUA M. GELLER (SBN 295412)
Attorneys for Defendant GOLDEN BOY
18 PROMOTIONS, INC.
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