Carde v. Endeavor Group Holdings CA2/8

California Court of Appeal·Decided August 5, 2026·No. B335338·Unpublished

Opinion

Filed 8/5/26 Carde v. Endeavor Group Holdings CA2/8 NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION EIGHT

DAVID CARDE, B335338

Plaintiff and Appellant, (Los Angeles County Super. Ct. No. 22STCV07817) v.

ENDEAVOR GROUP HOLDINGS, INC.,

Defendant and Respondent.

APPEAL from a judgment of the Superior Court of Los Angeles County, Gregory Keosian, Judge. Affirmed.

Early Sullivan Wright Gizer & McRae, Devin A. McRae and Jeremy Gray for Plaintiff and Appellant.

Latham and Watkins, Marvin S. Putnam and Jessica Stebbins Bina for Defendant and Respondent.

_______________________ The trial court granted summary judgment to Endeavor Group Holdings, Inc. (Endeavor) in this implied contract action filed by David Carde. We affirm. FACTUAL AND PROCEDURAL BACKGROUND In September 2019, Carde’s attorney e-mailed a document (Carde labels it the “Analysis”; Endeavor calls it the “Essay”) Carde had written about Endeavor’s business to the chief executive officer of Endeavor and to the president of one of Endeavor’s subsidiaries, William Morris Endeavor Entertainment (WME). No one at Endeavor had requested that Carde create the document or send it to Endeavor personnel, and neither recipient responded to the e-mail. In March 2022, Carde sued Endeavor, alleging Endeavor breached an implied contract between the parties by using the document and a proprietary diagram within it without compensating him.1 Endeavor moved for summary judgment on multiple grounds, one of which was that Carde did not clearly condition disclosure of the document on the expectation of payment for its use. (Spinner v. American Broadcasting Companies, Inc. (2013) 215 Cal.App.4th 172, 184 (Spinner) [first element of implied contract in this context is that the party “clearly conditioned the submission of their ideas on an obligation to pay for any use of their ideas”].) In support of this argument, Endeavor asserted in its separate statement of material facts that neither of the e-mails accompanying the Analysis asked Endeavor to pay for the information contained therein.

1 Carde also alleged a cause of action for unjust enrichment, but Endeavor’s demurrer to this cause of action was sustained without leave to amend and the ruling is not raised on appeal.

2 In opposition to the motion for summary judgment, Carde argued, inter alia, that a triable issue of material fact existed as to the “clearly conditioned” element. Carde contended Endeavor had unsuccessfully demurred to the complaint on this basis and he argued the trial court was “require[d to]. . . reach the same conclusion it did at demurrer, the circumstances here give rise to an implied contract that Endeavor would pay if it used the Analysis (or at a minimum this question is in dispute precluding summary judgment).” In his responsive separate statement, Carde disputed Endeavor’s alleged material fact that the e-mails sent by Carde’s counsel did not contain a request for payment, arguing the fact was disputed because the “expectation of payment was implicit in the transmittal of the Analysis, based on the customs and practices of the entertainment industry and, separately, the relationship between consultants and clients.” As evidentiary support for this assertion, Carde cited to three paragraphs of the declaration he filed in opposition to the summary judgment motion. Endeavor submitted extensive evidentiary objections to portions of Carde’s declaration. The court sustained Endeavor’s objections to the entirety of two of the three paragraphs on which Carde relied to demonstrate a genuine dispute of material fact as to the asserted implicit expectation of payment.2 Most relevant here, the court sustained objections to Carde’s assertions in his

2 The third paragraph, although listed as evidentiary support for Carde’s contention about implicit payment expectation, described Carde’s reading for and preparation of his analysis and did not include any content pertaining to payment or to custom or practice about payment for submitted ideas in any field.

3 declaration that (1) “[i]n the entertainment industry, it is axiomatic and a custom and practice that when ideas and intellectual property are submitted through representation, those materials may not be used by the recipient for free, but rather compensation will be required for any use;” (2) he is “well aware of how submissions work in the industry”; (3) “Following all of Endeavor’s ‘rules’ for submission, it is undisputable that the submission of my Analysis was clearly an offer to make a deal, should Endeavor be interested in using my work”; and (4) “in general, the submission of ideas with the expectation of payment for use is entirely consistent with common practice in the business world.” After a hearing, the trial court granted summary judgment, concluding there was no triable issue of material fact on the first element of breach of an implied contract—whether Carde had conditioned the submission of his analysis on an obligation to pay for its use—and Endeavor was entitled to judgment as a matter of law. The court explained neither Carde’s document nor the e- mails sent by his attorney “contained anything indicating to their recipients that the analysis was submitted in the expectation of payment.” The court observed that once the moving party met its initial burden on summary judgment, the party opposing summary judgment bears the burden of producing substantial responsive evidence demonstrating a triable issue of material fact exists, and it concluded Carde had not met his burden. Carde’s complaint had alleged, “In the entertainment industry, it is axiomatic and a custom and practice that when ideas and intellectual property are submitted through representation, those materials may not be used by the recipient for free, but rather

4 compensation will be required for any use.” Carde stated in his complaint that he would “present expert testimony about this custom and practice and that these circumstances give rise” to an implied contract that Endeavor would compensate Carde for the use of his ideas. However, the court noted that in opposition to the motion for summary judgment, “the only evidence that Plaintiff has presented of this custom and practice is the very same allegation of his complaint, copied and pasted into his declaration.” Carde had “offer[ed] no foundation in his own knowledge, skill, experience, training, or education that would qualify him to testify to the custom that he claim[ed],” which was why the court sustained Endeavor’s evidentiary objections to this portion of Carde’s declaration. As there were no triable issues of material fact as to the existence of an implied contract based on Carde’s submission of his Analysis to Endeavor, the court granted summary judgment in Endeavor’s favor. DISCUSSION I. Summary Judgment A. Applicable Law “[T]he California Supreme Court held in Desny [v. Wilder (1956) 46 Cal.2d 715,] 733–734 that an idea can be the subject of an express or implied contract, and its disclosure and submission can be consideration for a promise to pay compensation. Plaintiffs may therefore have a cause of action in contract for disclosing an idea to a defendant that uses that idea without compensation. [¶] In an idea submission case such as this, to prevail on a cause of action for breach of implied-in-fact contract, plaintiffs must show (1) they clearly conditioned the submission of their ideas on an obligation to pay for any use of their ideas;

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