Los Angeles Superior Court (Ret.) California Court of Appeal (Ret.)

Hon. John Zebrowski

BUSINESS, COMMERCIAL CONTRACTS, FINANCE, AND SECURITIES

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​Representative Cases​​

• After a major theatrical motion picture was released, disputes arose over alleged misdirection of streams of income, misallocation of receipts, mischaracterization and misallocation of costs, etc. Resolved in lengthy arbitration.
  
  
• A large cosmetic order somehow became contaminated by microbiologic organisms. Issues of materiality, scope of damage, mitigation, etc.
  
  
• Securities claims arising out of sale and purchase of derivatives designed to monetize concentrated equity positions without liquidation of stock holdings or payment of capital gains taxes; issues of valuation of options, negligence, contract, limitations statutes, etc.
  
  
• Dispute over executive compensation contract tied to stock performance; issues of damages, valuation by regression analysis, legal ethics, breach of contract, etc.
  
  
• Contract dispute over whether imported products complied with specifications; issues of ASTM specs, measure of damages, mitigation, etc.
  
  
• Dispute among commercial real estate lender, commercial borrower, and guarantors; issues of default, foreclosure, bankruptcy, guaranties, UCC issues, calculation of cure amount, etc.
  
  
• Dispute regarding contract for licensing and exploitation of apparel trademark; issues of contract interpretation and compliance, real party in interest, powers of agent, damages, etc.
  
  
• Legal malpractice claim following large losses on securities investments; issues of fraud and negligent misrepresentation, scope of duty, etc.
  
  
• Fraud claims arising out of promotion of securities investment fund; issues of negligent or fraudulent management, etc.
  
  
• Contract dispute arising out of delays in construction of multi-hundred-million dollar oil refining support facilities caused by protracted environmental reviews.
  
  
• Disagreement over outside sales commissions for sales of advanced-tech diagnostic devices; issues of contract, fraud, patents, patent licenses, bankruptcy, foreign enforcement of judgment, etc.
  
  
• Claim of failure to pay for large order of foreign-sourced and imported goods; issues of contract, alter ego, fraudulent conveyance, etc.
  
  
• Dispute over buy/sell contract for ongoing business; issues of valuation, minority discounts, executive compensation, etc.
  
  
• Dispute over performance of commercial software replacement/upgrade contract; issues of SOW, deliverables, compliance with contract specs and procedures, etc.
  
  
• Contract dispute over development of commercial website; issues of compliance with SOW, contract construction, ownership of work product, damages, etc.
  
  
• Dispute over consulting work intended to guide development of large institutional computerized accounting system; issues of SOW, compliance with specs, breach of contract, damages, etc.
  
  
• Financial and contract disputes arising out of multi-million dollar tax-credit funded low-income housing project; issues of contract compliance, etc.
  
  
• Dispute between independent physician's association and medical laboratory testing company regarding obligation to pay for lab tests ordered by doctors, issues of contract, statutory requirements, etc.
  
  
• Dispute arising out of refuse collection and disposal franchise agreement; issues of construction of municipal ordinances, interpretation of contracts, etc.
  
  
• Fee dispute arising out of consultation services regarding public funding of hospital operations.
  
  
• Allegations of defects in solar panels and in installation of solar panel systems and system components; issues of contract, warranty, tax credits, landowner liability, insurance coverage, etc.
  
  
• Control and management dispute over large multi-family multi-component enterprise; issues of interpretation of contract and enterprise governance issues, valuation, remedies, damages, etc.
  
  
• Control and management dispute over single-family multi-component enterprise; issues of governance, remedies, interpretation of operating agreements, etc.
  
  
• Many cases involving claims of misappropriation of trade secrets, often allegedly by voluntarily departing or terminated employees, and/or violations of covenants not to compete.
  
  
• Dispute over accounting for and distribution of profits from major motion picture.
  
  
• Appellate consultation regarding claim of idea theft involving major motion picture.
  
  
• Corporate promoter raised funds from private investors, then set up his own sourcing companies to purchase materials and sell to the corporation at a mark-up, diverting most of the corporate profit to himself; issues of corporate and partnership law, contracts, fiduciary duties, damages, etc.
  
  
• Valuation of $100 million plus real estate company for purposes of effecting a buy-sell; equitable legal issues, business and real estate appraisal methodology, corporate governance, etc.
  
  
• Commercial shipping dispute involving issues of cargo damage, overbilling, reversal notifications, shipping tariffs, etc.
  
  
• Contractual indemnity/release dispute arising out of sequential collision of three large aircraft on the ground at an airport.
  
  
• Contract dispute regarding fuel pipeline easements running beneath railroad tracks.
  
  
• Mediation of class action alleging false designation of contents on food items.
  
  
• Mediation of class action alleging false designation of ingredients on restaurant menus.
  
  
• Contract dispute arising out of multi-state mining contract. Issues of choice of law, contract interpretation, mining output measurement, statute of limitations, etc.
  
  
• LLCs with overlapping, but not identical, memberships developed several parcels into a residential/retail complex that was functionally one development, but did not have identical ownership. Claims of contract interpretation, breach of fiduciary duty, self-dealing, derivative claims, damage calculations, etc.
  
  
• Dispute arising out of executive employment contract for company providing assistance to hospitals regarding Medicare and other payment collections. Issues of contract interpretation, accounting, breach, wrongful termination, constructive termination, etc.
  
  
• Commission or performance payment dispute arising out of contract to assist hospitals in recovering government medical care payments. Issues of contract interpretation, breach, damages.
  
  
• Claim by executive employ terminated without cause in RIF that stock option expiration dates had been misrepresented by employer, causing in-the-money options to expire unexercised per the terms of the option plan. Issues of negligent misrepresentation, indemnity, calculation of damages, comparative fault, etc.
  
  
• Claim by unit of large restaurant chain that landlord violated lease by failing to meet air conditioning specifications. Issues of contract interpretation, measurement of lease compliance, damages, specific performance, etc.
  
  
• A group of investors, via several interlocking LLCs, invested in several multi-family residential rental properties. Different groups of investors managed different properties. After a period of years, disputes arose regarding management of the properties, with each side contending that the other was self-dealing, committing fraud, etc. Issues of cost allocation, contract interpretation, fraud, fiduciary duty, accounting, etc.
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