deadline - wordpress.com admits that walt disney animation studios (“wdas”), formerly known as...

- 1 - MASTER DOCKET NO. 14-CV-4062-LHK

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

EMILY JOHNSON HENN (SBN 269482)KATHRYN CAHOY (SBN 298777) COVINGTON & BURLING LLP 333 Twin Dolphin Drive, Suite 700 Redwood Shores, CA 94061 Telephone: 650-632-4700 Facsimile: 650-632-4800 Email: [email protected] Email: [email protected] DEBORAH A. GARZA (pro hac vice) THOMAS A. ISAACSON (pro hac vice) COVINGTON & BURLING LLP One CityCenter 850 10th Street, NW Washington, DC 20001-4956 Telephone: 202-662-6000 Facsimile: 202-662-6291 Email: [email protected] Email: [email protected] CORTLIN H. LANNIN (SBN 266488) COVINGTON & BURLING LLP One Front Street San Francisco, CA 94111 Telephone: 415-591-7078 Facsimile: 415-955-6578 Email: [email protected]

JOHN W. KEKER (SBN 49092)ROBERT A. VAN NEST (SBN 84065) CODY S. HARRIS (SBN 255302) KEKER & VAN NEST LLP 633 Battery Street San Francisco, CA 94111-1809 Telephone: 415 391 5400 Facsimile: 415 397 7188 Email: [email protected] Email: [email protected] Email: [email protected]

Attorneys for Defendant THE WALT DISNEY COMPANY

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA

SAN JOSE DIVISION

IN RE ANIMATION WORKERS ANTITRUST LITIGATION THIS DOCUMENT RELATES TO: ALL ACTIONS

Master Docket No. 14-CV-4062-LHK DEFENDANT THE WALT DISNEY COMPANY’S ANSWER TO PLAINTIFFS’ SECOND CONSOLIDATED AMENDED CLASS ACTION COMPLAINT

Defendant The Walt Disney Company (“TWDC”) answers Plaintiffs’ Second

Consolidated Amended Class Action Complaint (“Complaint”) and provides affirmative

Case5:14-cv-04062-LHK Document158 Filed09/17/15 Page1 of 38

DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

defenses to the allegations in the Complaint as follows. Unless specifically admitted, TWDC

denies all allegations and claims contained in the Complaint.

TWDC’s answer is limited to the allegations of the Complaint concerning

TWDC and its conduct, and Defendant Two Pic MC LLC, formerly known as ImageMovers

Digital (hereinafter referred to as “IMD”) and its conduct. With respect to Defendants Pixar and

Lucasfilm Ltd., LLC (“Lucasfilm”), TWDC’s answer is limited to the conduct that allegedly

took place after TWDC acquired each entity, respectively. TWDC otherwise denies knowledge

or information sufficient to form a belief as to the truth or falsity of the allegations relating to

the acts, conduct, intent or knowledge of others.

ANSWER

TWDC admits that Plaintiffs purport to bring this action as stated in the preamble to the

Complaint.

I. INTRODUCTION

1. TWDC admits that Plaintiffs purport to allege a conspiracy as described in Paragraph 1.

To the extent not expressly admitted, TWDC denies the allegations set forth in Paragraph 1.

2. TWDC denies the allegations set forth in Paragraph 2.


4. TWDC denies the allegations set forth in the first and second sentences of Paragraph 4.

To the extent the third sentence of Paragraph 4 purports to quote and characterize language from

deposition testimony and documents produced by Pixar in this litigation, TWDC denies that the

Complaint’s characterization thereof is accurate or complete and therefore denies the allegations

set forth in the third sentence of Paragraph 4.

5. TWDC denies the allegations set forth in the first sentence of Paragraph 5. TWDC

denies knowledge or information sufficient to form a belief as to the truth or falsity of the

allegations set forth in the second sentence of Paragraph 5.


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

6. To the extent the allegations in the second sentence of Paragraph 6 relate to Lucasfilm,

TWDC denies knowledge or information sufficient to form a belief as to their truth or falsity.

TWDC otherwise denies the allegations set forth in Paragraph 6.


8. TWDC denies knowledge or information sufficient to form a belief as to the truth or

falsity of the allegations set forth in the fourth sentence of Paragraph 8. To the extent Paragraph

8 purports to quote and characterize language from deposition testimony and/or documents

produced by Pixar and Lucasfilm in this litigation, TWDC denies that the Complaint’s

characterization thereof is accurate or complete and therefore denies those allegations. TWDC

denies the remaining allegations set forth in Paragraph 8.


10. To the extent Paragraph 10 purports to quote and characterize language from deposition

testimony and documents produced in this litigation, TWDC denies that the Complaint’s




12. To the extent the allegations set forth in Paragraph 12 relate to Sony, TWDC denies

knowledge or information sufficient to form a belief as to their truth or falsity. To the extent the

allegations in the second sentence of Paragraph 12 relate to Pixar and purport to quote and

characterize language from a document produced by Pixar in this litigation, TWDC denies that

the Complaint’s characterization thereof is accurate or complete and therefore denies those

allegations. TWDC denies the remaining allegations set forth in Paragraph 12.

13. To the extent the allegations set forth in Paragraph 13 relate to Defendants other than

itself and Pixar, TWDC denies knowledge or information sufficient to form a belief as to their

truth or falsity. To the extent the allegations set forth in the third and fourth sentences of

Paragraph 13 relate to TWDC and Pixar and purport to quote and characterize language from a

document produced by Pixar in this litigation, TWDC denies that the Complaint’s


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28


denies the remaining allegations set forth in Paragraph 13 that relate to itself and Pixar.


15. TWDC denies the allegations set forth in the first sentence of Paragraph 15. To the

extent the allegations set forth in the second sentence of Paragraph 15 purport to summarize a

document produced by Pixar in this litigation, TWDC denies that the Complaint’s summary

thereof is accurate or complete and therefore denies the allegations set forth in the second

sentence of Paragraph 15.


17. TWDC admits that the Department of Justice (“DOJ”) conducted an investigation into

Pixar’s and Lucasfilm’s recruiting practices. To the extent the allegations set forth in Paragraph

17 relate to Pixar, TWDC admits that on September 24, 2010, the DOJ filed a Complaint,

Stipulated Final Judgment, and Competitive Impact Statement in the United States District

Court for the District of Columbia in the matter of United States v. Adobe Systems, Inc., 10-cv-

1629, and that the District Court entered the Final Judgment in that matter on March 17, 2011.

To the extent the allegations set forth in Paragraph 17 relate to Lucasfilm, TWDC admits that on

December 21, 2010, the DOJ filed a Complaint, Stipulated Final Judgment, and Competitive

Impact Statement in the United States District Court for the District of Columbia in the matter

of United States v. Lucasfilm Ltd., 10-cv-02220, and that the District Court entered the Final

Judgment in that matter on June 3, 2011. TWDC respectfully refers to those papers themselves

for a full and accurate description of their contents. To the extent not expressly admitted,

TWDC denies the allegations set forth in Paragraph 17.

18. TWDC admits that Plaintiffs purport to bring this action pursuant to the laws cited in the

first sentence of Paragraph 18. TWDC otherwise denies the allegations set forth in Paragraph

18, denies that it has violated any law or other regulation, and denies that Plaintiffs are entitled

to any relief.


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

II. PARTIES


falsity of the allegations set forth in Paragraph 19.

20. TWDC admits that in 2004 and 2005 Plaintiff Georgia Cano worked at Walt Disney

Feature Animation and in 2010 and 2011 Plaintiff Georgia Cano worked at IMD. TWDC

otherwise denies knowledge or information sufficient to form a belief as to the truth or falsity of

the allegations set forth in Paragraph 20.

21. TWDC admits that from 2007 to 2010 Plaintiff David Wentworth worked at IMD.

TWDC otherwise denies knowledge or information sufficient to form a belief as to the truth or






24. TWDC admits the allegations set forth in the first sentence of Paragraph 24. TWDC

states that Two Pic MC LLC (formerly known as IMD) is a joint venture of IM Holdings, LLC

and ABC, Inc. To the extent not expressly admitted, TWDC denies the allegations set forth in

Paragraph 24.


admits that Industrial Light & Magic (“ILM”) is a division of Lucasfilm Entertainment

Company Ltd. LLC, which in turn is a subsidiary of Lucasfilm Ltd., LLC. TWDC admits the

allegations set forth in the third sentence of Paragraph 25. To the extent not expressly admitted,


26. TWDC admits the allegations set forth in Paragraph 26.




DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28




admits that Walt Disney Pictures is a California corporation with its principal place of business

at 500 South Buena Vista Street, Burbank, California and that Walt Disney Pictures is an

indirect wholly-owned subsidiary of TWDC. TWDC admits that Walt Disney Animation

Studios (“WDAS”), formerly known as Walt Disney Feature Animation, is a business unit

within Walt Disney Pictures. TWDC admits that WDAS’s principal place of business is located

at 2100 W. Riverside Drive, Burbank, California. To the extent not expressly admitted, TWDC

denies the allegations set forth in Paragraph 29.


31. TWDC admits that where reference is made to any act, deed or transaction of any

corporation or limited liability entity, Plaintiffs purport to bring these allegations against the

corporation or limited liability entity engaged in the act, deed or transaction as described in

Paragraph 31. To the extent not expressly admitted, TWDC denies the allegations set forth in

Paragraph 31.

III. JURISDICTION AND VENUE

32. Paragraph 32 contains a conclusion of law to which no response is required.



IV. INTRADISTRICT ASSIGNMENT


V. NATURE OF WORK IN THE VISUAL EFFECTS AND ANIMATION INDUSTRY

36. To the extent they relate to other Defendants or entities, TWDC denies knowledge or

information sufficient to form a belief as to the truth or falsity of the allegations set forth in

Paragraph 36. TWDC admits that its affiliates create visual effects and animation for motion

pictures and that Walt Disney Pictures, an indirect wholly-owned subsidiary of TWDC that


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

includes, among other businesses, Walt Disney Animation Studios, employs skilled workers and

makes other investments in its animated films. To the extent not expressly admitted, TWDC

denies the allegations set forth in Paragraph 36 that relate to it.

37. TWDC admits that other studios also create visual effects and animation for motion

pictures. To the extent not expressly admitted, TWDC denies the allegations set forth in

Paragraph 37.



Paragraph 38. TWDC admits that Walt Disney Pictures, an indirect wholly-owned subsidiary of

TWDC that includes, among other businesses, Walt Disney Animation Studios, employs certain

skilled workers with specialized training, including employees who use specialized software and

other tools. To the extent not expressly admitted, TWDC denies the allegations set forth in

Paragraph 38.




TWDC that includes, among other businesses, Walt Disney Animation Studios, hires employees

and independent contractors and pays some workers on a salaried basis and some on an hourly

basis. TWDC further admits that most Walt Disney Animation Studios employees currently are

hired on an at-will basis. To the extent not expressly admitted, TWDC denies the allegations set

forth in Paragraph 39.




TWDC that includes, among other businesses, Walt Disney Animation Studios, employs hard

working employees. To the extent not expressly admitted, TWDC denies the allegations set



DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28


falsity of the allegations set forth in the first and second sentences of Paragraph 41. TWDC

denies the allegations set forth in the third sentence of Paragraph 41.

VI. THE CONSPIRACY

To the extent sub-headings of Part VI of Plaintiffs’ Complaint make any allegations that require

a response, TWDC denies those allegations.


43. TWDC admits that its affiliates compete for employees. TWDC otherwise denies the

allegations set forth in Paragraph 43.

44. To the extent the allegations in Paragraph 44 relate to Lucasfilm, TWDC denies

knowledge or information sufficient to form a belief as to their truth or falsity. TWDC

otherwise denies the allegations set forth in Paragraph 44.

45. To the extent the third sentence of Paragraph 45 purports to quote and characterize

language from a document and deposition testimony produced by Pixar in this litigation, TWDC

denies that the Complaint’s characterization thereof is accurate or complete and therefore denies

those allegations. TWDC denies the remaining allegations set forth in Paragraph 45.

46. To the extent the second sentence of Paragraph 46 purports to quote and characterize

language from a document produced by Lucasfilm in this litigation, TWDC denies that the

Complaint’s characterization thereof is accurate or complete and therefore denies those



admits the allegations set forth in the second and third sentences of Paragraph 47. TWDC

admits that Pixar and Lucasfilm had an understanding that the companies’ recruiters would not

cold call employees of the other company. TWDC admits that Pixar and Lucasfilm personnel

communicated with each other about the companies’ understanding. To the extent not expressly

admitted, TWDC denies the allegations set forth in the fourth and fifth sentences of Paragraph

47. To the extent the sixth and seventh sentences of Paragraph 47 purport to quote and


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

characterize language from a document and deposition testimony produced by Lucasfilm in this

litigation, TWDC denies that the Complaint’s characterization thereof is accurate or complete

and therefore denies those allegations. To the extent not expressly admitted, TWDC denies the

allegations of Paragraph 47.

48. TWDC admits that Pixar and Lucasfilm had an understanding that the companies’

recruiters would not cold call employees of the other company, that if Lucasfilm extended an

offer of employment to a current employee of Pixar, Lucasfilm would not counter-offer if that

candidate received a different offer from Pixar (and vice-versa), and that Pixar and Lucasfilm

would notify each other after making an offer to an employee of the other company. TWDC


49. TWDC admits that Pixar and Lucasfilm had an understanding that the companies’

recruiters would not cold call employees of the other company, that if Lucasfilm extended an

offer of employment to a current employee of Pixar, Lucasfilm would not counter-offer if that

candidate received a different offer from Pixar (and vice-versa), and that Pixar and Lucasfilm

would notify each other after making an offer to an employee of the other company. TWDC

otherwise denies the allegations set forth in the first sentence of Paragraph 49. To the extent the

second and third sentences of Paragraph 49 purport to quote and characterize language from

documents produced by Pixar and Lucasfilm in this litigation, TWDC denies that the


allegations. To the extent not expressly admitted, TWDC denies the allegations set forth in

Paragraph 49.



51. TWDC admits that the DOJ conducted an investigation into Pixar’s and Lucasfilm’s

recruiting practices. TWDC admits that on September 24, 2010, the DOJ filed a Complaint,

Stipulated Final Judgment, and Competitive Impact Statement in the United States District

Court for the District of Columbia in United States v. Adobe Systems, Inc., 10-cv-1629, and that


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

the District Court entered the Final Judgment in that matter on March 17, 2011. TWDC admits

that on December 21, 2010, the DOJ filed a Complaint, Stipulated Final Judgment, and

Competitive Impact Statement in the United States District Court for the District of Columbia in

United States v. Lucasfilm Ltd., 10-cv-02220, and that the District Court entered the Final

Judgment in that matter on June 3, 2011. TWDC respectfully refers to those papers themselves

for a full and accurate description of their contents. To the extent Paragraph 51 purports to

summarize the deposition testimony of former Lucasfilm Chief Operating Officer Micheline

Chau, TWDC denies that the Complaint’s summary and characterization thereof is accurate or

complete and therefore denies those allegations. To the extent not expressly admitted, TWDC

denies the allegations set forth in Paragraph 51.

52. TWDC denies the allegations set forth in paragraph 52.


falsity of the allegations set forth in the first sentence of Paragraph 53. To the extent the second

sentence of Paragraph 53 purports to quote and characterize language from a document

produced by Pixar in this litigation, and the third sentence of Paragraph 53 purports to

summarize that document, TWDC denies that the Complaint’s characterization and summary

thereof is accurate or complete and therefore denies the allegations set forth in the second and

third sentences of Paragraph 53. TWDC denies the remaining allegations set forth in the second

and third sentences of Paragraph 53.

54. To the extent the first sentence of Paragraph 54 purports to quote and characterize

language from a document produced by Pixar in this litigation, TWDC denies that the



55. TWDC denies the existence of any conspiracy and otherwise denies knowledge or

information sufficient to form a belief as to the truth or falsity of the allegations set forth in the

first and second sentences of Paragraph 55. To the extent the third sentence of Paragraph 55

purports to quote and characterize language from a document produced by Pixar in this


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28


and therefore denies those allegations. TWDC denies the remaining allegations set forth in

Paragraph 55.

56. To the extent Paragraph 56 purports to quote and characterize language from documents

produced by Pixar in this litigation, TWDC denies that the Complaint’s characterization thereof

is accurate or complete and therefore denies the allegations set forth in Paragraph 56.



58. TWDC denies the existence of any “anti-solicitation scheme” and otherwise denies

knowledge or information sufficient to form a belief as to the truth or falsity of the allegations

set forth in the first sentence of Paragraph 58. To the extent the allegations set forth in the

second and third sentences of Paragraph 58 purport to describe an email exchange between

DreamWorks Animation SKG, Inc. (“DreamWorks”) personnel and Pixar personnel and purport

to quote and characterize language from a document produced by Pixar in this litigation, TWDC



59. To the extent Paragraph 59 purports to quote and characterize language from a document


is accurate or complete and therefore denies those allegations. TWDC denies the remaining



denies knowledge and information sufficient to form a belief as to the truth or falsity of the

allegations set forth in the second sentence of Paragraph 60. TWDC admits that it acquired

Pixar in 2006 and that Ed Catmull became President of Walt Disney Animation Studios around

that time but otherwise denies the allegations set forth in the third sentence of Paragraph 60.

TWDC denies the allegations set forth in the fourth sentence of Paragraph 60. To the extent the

fifth, sixth, and seventh sentences of Paragraph 60 purport to quote and characterize language


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

from a document produced by Pixar in this litigation, TWDC denies that the Complaint’s

characterization thereof is accurate or complete and therefore denies those allegations. To the

extent not expressly admitted, TWDC denies the allegations set forth in Paragraph 60.

61. To the extent Paragraph 61 purports to describe and characterize a document produced

by Lucasfilm in this litigation, TWDC denies that the Complaint’s characterization thereof is

accurate or complete and therefore denies those allegations. TWDC denies the remaining


62. TWDC denies that it joined a conspiracy and denies that it had an agreement with Blue

Sky. TWDC otherwise denies knowledge or information sufficient to form a belief as to the

truth or falsity of the allegations set forth in Paragraph 62.




falsity of the allegations set forth in the first sentence of Paragraph 64. To the extent the second

sentence of Paragraph 64 purports to quote and characterize language from a document


is accurate or complete and therefore denies the allegations set forth in the second sentence of

Paragraph 64.










DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28





allegations set forth in the second and third sentences of Paragraph 69.












extent the second sentence of Paragraph 75 purports to quote and characterize language from a


characterization thereof is accurate or complete and therefore denies the allegations set forth in

the second sentence of Paragraph 75.


produced by Pixar in this litigation and the allegations in Paragraph 76 purport to summarize the

document, TWDC denies that the Complaint’s characterization and summary thereof is accurate

or complete and therefore denies those allegations. TWDC denies the remaining allegations set


77. To the extent the first and second sentences of Paragraph 77 purport to quote and

characterize language from a document produced by Pixar in this litigation, TWDC denies that


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

the Complaint’s characterization thereof is accurate or complete and therefore denies the

allegations set forth in the first and second sentences of Paragraph 77. TWDC denies

knowledge or information sufficient to form a belief as to the truth or falsity of the allegations

set forth in the third and fourth sentences of Paragraph 77.



falsity of the allegations set forth in the first and second sentences of Paragraph 79. To the

extent the allegations set forth in the third sentence of Paragraph 79 purport to characterize and

describe deposition testimony produced by Lucasfilm in this litigation, TWDC denies that the


set forth in the third sentence of Paragraph 79. To the extent the allegations in the fourth

sentence of Paragraph 79 purport to summarize a document produced by Pixar in this litigation,

and the fifth sentence of Paragraph 79 purports to quote and characterize language from that

document, TWDC denies that the Complaint’s characterization and summary thereof is accurate



80. TWDC denies the existence of a conspiracy and otherwise denies knowledge or


Paragraph 80.

81. TWDC denies the existence of a conspiracy and otherwise denies knowledge or


Paragraph 81.






DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28



allegations set forth in the second sentence of Paragraph 84.

85. TWDC admits that Pixar and Lucasfilm personnel communicated with each other from

time to time regarding those companies’ understanding that the companies’ recruiters would not

cold call employees of the other company. To the extent not expressly admitted, TWDC denies

the allegations set forth in Paragraph 85.


To the extent the third sentence of Paragraph 86 purports to quote and characterize language

from a document produced by Pixar in this litigation, TWDC denies that the Complaint’s


the third sentence of Paragraph 86.

87. TWDC admits that WDAS, Pixar and Lucasfilm employees have from time to time

attended salary survey meetings to achieve legitimate business objectives. To the extent the

fourth sentence of Paragraph 87 purports to quote and characterize a document produced by

Pixar in this litigation, TWDC denies that the Complaint’s characterization thereof is accurate or

complete and therefore denies those allegations. TWDC denies the remaining allegations set


88. TWDC admits that WDAS, Pixar and Lucasfilm employees have from time to time

attended salary survey meetings to achieve legitimate business objectives. To the extent the

allegations set forth in Paragraph 88 relate to other Defendants, TWDC denies knowledge or

information sufficient to form a belief as to their truth or falsity. To the extent not expressly

admitted, TWDC denies the allegations set forth in Paragraph 88.


admits that WDAS, Pixar and Lucasfilm have from time to time attended salary survey meetings

to achieve legitimate business objectives. TWDC denies knowledge or information sufficient to

form a belief as to the truth or falsity of the allegations in the second sentence of Paragraph 89.


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28


from deposition testimony produced by Lucasfilm in this litigation, TWDC denies that the


set forth in the third sentence of Paragraph 89. TWDC denies the allegations set forth in the

fourth sentence of Paragraph 89.

90. TWDC denies the allegations set forth in the first, second, and third sentences of

Paragraph 90. To the extent the fourth and fifth sentences of Paragraph 90 quote and

characterize language from documents produced by Pixar in this litigation, TWDC denies that



91. TWDC admits that personnel from WDAS, Pixar and Lucasfilm from time to time

attended industry conferences and other events to achieve legitimate business objectives. To the

extent the allegations set forth in Paragraph 91 relate to other Defendants, TWDC denies

knowledge or information sufficient to form a belief as to their truth or falsity. To the extent not

expressly admitted, TWDC denies the allegations set forth in Paragraph 91.


93. To the extent the allegations in Paragraph 93 relate to Pixar and Lucasfilm, TWDC

admits that Pixar and Lucasfilm have from time to time participated in salary surveys and

received salary survey data to achieve legitimate business objectives. To the extent the

allegations in Paragraph 93 relate to other Defendants, TWDC denies knowledge or information

sufficient to form a belief as to their truth or falsity. To the extent not expressly admitted,




from documents produced by Defendant DreamWorks in this litigation and the fourth sentence

of Paragraph 94 purports to summarize another document produced by Defendant DreamWorks

in this litigation, TWDC denies that the Complaint’s characterization thereof is accurate or


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

complete and therefore denies those allegations. TWDC denies the remaining allegations set

forth in the third and fourth sentences of Paragraph 94.


produced by Defendant DreamWorks in this litigation, TWDC denies that the Complaint’s




produced by Defendant Blue Sky in this litigation, TWDC denies that the Complaint’s








produced in this litigation, TWDC denies that the Complaint’s characterization thereof is

accurate or complete and therefore denies those allegations. TWDC denies the remaining



produced by Lucasfilm in this litigation, TWDC denies that the Complaint’s characterization

thereof is accurate or complete and therefore denies those allegations. TWDC denies the

remaining allegations set forth in Paragraph 99.







DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

103. To the extent Paragraph 103 purports to quote and characterize language from a

document produced by Lucasfilm in this litigation, TWDC denies that the Complaint’s





document produced by Lucasfilm in this litigation, TWDC denies that the Complaint’s














set forth in the first sentence of Paragraph 108. TWDC denies the allegations set forth in the

second sentence of Paragraph 108.





the second sentence of Paragraph 109.


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28


deposition transcript produced in this litigation, TWDC denies that the Complaint’s






113. TWDC admits that its personnel communicated by telephone and other means. To the

extent not expressly admitted, TWDC denies the allegations set forth in the first sentence of

Paragraph 113. To the extent the second and third sentences of Paragraph 113 purport to quote

and characterize language from a document produced by Lucasfilm in this litigation, TWDC


those allegations. TWDC denies the remaining allegations set forth in the second and third

sentences of Paragraph 113.




116-118. TWDC admits that on September 24, 2010, the DOJ filed a Complaint, Stipulated

Final Judgment, and Competitive Impact Statement in the United States District Court for the

District of Columbia in the matter of United States v. Adobe Systems, Inc., 10-cv-1629, and that

the District Court entered the Final Judgment in that matter on March 17, 2011. TWDC admits

that on December 21, 2010, the DOJ filed a Complaint, Stipulated Final Judgment, and

Competitive Impact Statement in the United States District Court for the District of Columbia in

the matter of United States v. Lucasfilm Ltd., 10-cv-02220, and that the District Court entered

the Final Judgment in that matter on June 3, 2011. TWDC respectfully refers to those papers

themselves for a full and accurate description of their contents. To the extent not expressly

admitted, TWDC denies the allegations set forth in Paragraphs 116-118.


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

119. To the extent the allegations set forth in Paragraph 119 purport to describe press reports

related to the DOJ’s investigation, TWDC denies that the Complaint’s characterization thereof



VII. HARM TO COMPETITION AND ANTITRUST INJURY







extent the second, third, fourth, and fifth sentences of Paragraph 125 purport to quote and

characterize language from documents and deposition transcripts produced by Lucasfilm in this


and therefore denies those allegations. TWDC denies the remaining allegations set forth in the

second, third, fourth, and fifth sentences of Paragraph 125.


extent the second sentence of Paragraph 126 purports to quote and characterize a document


is accurate or complete and therefore denies the allegations set forth in the second sentence of

Paragraph 126. TWDC denies knowledge or information sufficient to form a belief as to the

truth or falsity of the allegations set forth in the third sentence of Paragraph 126. To the extent

the fourth, fifth, and sixth sentences of Paragraph 126 purport to quote and characterize

deposition testimony produced by Pixar in this litigation, TWDC denies that the Complaint’s





DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28



document and deposition testimony produced by Lucasfilm in this litigation, TWDC denies that




document and deposition testimony produced by Pixar in this litigation, TWDC denies that the





VIII. STATUTE OF LIMITATIONS

To the extent sub-headings of Part VIII of Plaintiffs’ Complaint make any allegations that

require a response, TWDC denies those allegations.





137. To the extent the allegations set forth in Paragraph 137 relate to Blue Sky, TWDC denies

knowledge or information sufficient to form a belief as to their truth or falsity. TWDC




139. To the extent the allegations in Paragraph 139 purport to summarize and characterize

deposition testimony taken in In re High-Tech Employee Antitrust Litigation, 11-cv-2509-LHK

(“the High-Tech litigation”), TWDC denies that the Complaint’s summary and characterization

thereof is accurate or complete and therefore denies the allegations set forth in Paragraph 139.


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

140. To the extent the allegations in Paragraph 140 relate to Lucasfilm and purport to

summarize and characterize deposition testimony taken in the High-Tech litigation, TWDC

















148. TWDC admits that Pixar managers have from time to time informed employees that

their salaries are competitive and based on several factors, including but not limited to,

employee performance, relative skill, proficiency, interpersonal skills, and communication. To

the extent Paragraph 148 purports to quote and characterize language from a document


is accurate or complete and therefore denies those allegations. To the extent not expressly

admitted, TWDC denies the allegations set forth in Paragraph 148.


extent the second and third sentences of Paragraph 149 purport to quote and characterize


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

documents produced by Pixar in this litigation, TWDC denies that the Complaint’s


denies the remaining allegations set forth in the second and third sentences of Paragraph 149.

150. TWDC denies the allegations set forth in the first and second sentences of Paragraph

150. To the extent the third sentence of Paragraph 150 purports to quote and characterize



allegations. TWDC denies the remaining allegations set forth in the third sentence of Paragraph


falsity of the allegations set forth in the fourth and fifth sentences of Paragraph 150.



falsity of the allegations set forth in the first and second sentences of Paragraph 152. TWDC



falsity of the allegations set forth in the first sentence of Paragraph 153. TWDC denies the



falsity of the allegations set forth in the first sentence of Paragraph 154. TWDC denies the


155. To the extent the second sentence of Paragraph 155 purports to quote and characterize

language from Disney’s Standards of Business Conduct, TWDC denies that the Complaint’s


denies the remaining allegations set forth in Paragraph 155 and denies that it has violated any

law or other regulation.


characterize language from Disney’s Standards of Business Conduct, TWDC denies that the


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28


allegations. TWDC denies the remaining allegations set forth in Paragraph 156 and denies that

it has violated any law or other regulation.


characterize language from Disney’s Standards of Business Conduct, TWDC denies that the


allegations. TWDC denies the remaining allegations set forth in Paragraph 157 and denies that

it has violated any law or other regulation.

158. TWDC denies knowledge or information sufficient to form a belief as to whether

Plaintiffs or members of the putative class reviewed or relied upon Disney’s Standards of

Business Conduct or Pixar’s Code of Business Conduct.

159. TWDC denies the allegations set forth in Paragraph 159 and denies that it has violated

any law or other regulation.

160. To the extent Paragraph 160 purports to quote and characterize language from Pixar’s

publicly filed merger agreement with Disney, TWDC denies that the Complaint’s


denies the remaining allegations set forth in Paragraph 160 and denies that it has violated any

law or other regulation.


extent the second and third sentences of Paragraph 161 purport to quote and characterize

language from Pixar’s 2005 10-K, TWDC denies that the Complaint’s characterization thereof

is accurate or complete and therefore denies those allegations. TWDC denies the allegations set

forth in the fourth sentence of Paragraph 161.


language from Pixar’s 2005 10-K, TWDC denies that the Complaint’s characterization thereof

is accurate or complete and therefore denies the allegations set forth in the first sentence of

Paragraph 162. TWDC denies the allegations set forth in the second sentence of Paragraph 162.


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28










167. To the extent the allegations set forth in Paragraph 167 purport to describe statements

made by Micheline Chau and Lori Beck to Lucasfilm’s employees, TWDC denies that the



168. To the extent Paragraph 168 purports to describe an April 2011 interview with Pixar’s

Vice President of Human Resources, TWDC denies that the Complaint’s characterization







172. To the extent the allegations set forth in Paragraph 172 purport to quote and characterize

language from Pixar and Lucasfilm’s Answers in the High-Tech litigation, TWDC denies that




language from Pixar and Lucasfilm’s Answers in the High-Tech litigation, TWDC denies that


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

the Complaint’s characterization thereof is accurate or complete and therefore denies the

allegations set forth in the first sentence of Paragraph 173. To the extent the second sentence of

Paragraph 173 purports to summarize deposition testimony of Lucasfilm’s Chief Operating

Officer Micheline Chau, TWDC denies that the Complaint’s characterization thereof is accurate

or complete and therefore denies the allegations set forth in the second sentence of Paragraph

173. TWDC denies the remaining allegations set forth in Paragraph 173.



testimony produced by Pixar in this litigation, TWDC denies that the Complaint’s




testimony produced by Pixar in this litigation, TWDC denies that the Complaint’s



177. To the extent the allegations set forth in Paragraph 177 purport to quote from and

describe a declaration of Lucasfilm’s Senior Manager of Compensation filed in the High-Tech


and therefore denies those allegations. TWDC denies the remaining allegations set forth in

Paragraph 177.




181. To the extent the allegations set forth in Paragraph 181 relate to Pixar and Lucasfilm and

purport to describe and characterize public filings in the High-Tech litigation, TWDC denies

that the Complaint’s characterization thereof is accurate or complete and therefore denies those

allegations. TWDC respectfully refers to the docket in High-Tech for the full record of Pixar’s


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

and Lucasfilm’s requests to maintain certain information under seal, and the Court’s rulings on

those requests. TWDC denies the remaining allegations set forth in Paragraph 181.


extent the second sentence of Paragraph 182 purports to describe a publicly available news

article describing the High-Tech litigation, TWDC denies that the Complaint’s characterization

thereof is accurate or complete and therefore denies those allegations. TWDC admits that on

September 24, 2010, the DOJ filed a Complaint, Stipulated Final Judgment, and Competitive

Impact Statement in the United States District Court for the District of Columbia in the matter

of United States v. Adobe Systems, Inc., 10-cv-1629, and that the District Court entered the Final

Judgment in that matter on March 17, 2011. TWDC admits that on December 21, 2010, the

DOJ filed a Complaint, Stipulated Final Judgment, and Competitive Impact Statement in the

United States District Court for the District of Columbia in the matter of United States v.

Lucasfilm Ltd., 10-cv-02220, and that the District Court entered the Final Judgment in that

matter on June 3, 2011. TWDC respectfully refers to those papers themselves for a full and

accurate description of their contents. TWDC otherwise denies the allegations set forth in the

third sentence of Paragraph 182. To the extent the fourth sentence of Paragraph 182 purports to

quote and characterize language from deposition testimony produced by Lucasfilm in this


and therefore denies the allegations set forth in the fourth sentence of Paragraph 182. To the

extent not expressly admitted, TWDC denies the allegations set forth in Paragraph 182.



185. To the extent the allegations set forth in Paragraph 185 purport to describe public reports

of the alleged non-solicitation agreements, TWDC denies that the Complaint’s description




DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

186. To the extent the allegations set forth in Paragraph 186 purport to describe observations

made by journalists and bloggers, TWDC denies that the Complaint’s description thereof is

accurate or complete and therefore denies those allegations. TWDC otherwise denies the


187. To the extent the allegations set forth in Paragraph 187 purport to describe an article

published in the Pando Daily, TWDC denies that the Complaint’s description thereof is accurate



188. To the extent the allegations set forth in Paragraph 188 purport to describe an article

published in the Pando Daily, TWDC denies that the Complaint’s description thereof is accurate





IX. INTERSTATE COMMERCE

191. TWDC admits that Walt Disney Feature Animation employed Named Plaintiff Georgia

Cano in California and that IMD employed Named Plaintiffs Georgia Cano and David

Wentworth in California. TWDC admits that WDAS, formerly known as Walt Disney Feature

Animation, employed putative class members in California. To the extent the allegations relate

to other Defendants, TWDC denies knowledge or information sufficient to form a belief as to

their truth or falsity. To the extent not expressly admitted, TWDC denies the allegations set




193. To the extent the allegations set forth in Paragraph 193 relate to Plaintiffs or other

Defendants, TWDC denies knowledge or information sufficient to form a belief as to their truth

or falsity. To the extent the allegations relate to TWDC, TWDC denies that plaintiffs have


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

accurately described the relevant market. TWDC denies the remaining allegations set forth in

Paragraph 193.


X. CLASS ALLEGATIONS

195. TWDC admits that Plaintiffs purport to represent a putative class as Plaintiffs have

defined it in Paragraph 195. To the extent not expressly admitted, TWDC denies the allegations

set forth in Paragraph 195 and denies that Plaintiffs’ claims are the proper subject of class

certification.

196. TWDC admits that Plaintiffs do not purport to bring claims against Pixar, Lucasfilm, or

Disney that were released in In re High-Tech Employees Antitrust Litigation, No. 11-cv-2509

(N.D. Cal.).

197. TWDC denies the allegations set forth in the first sentence of Paragraph 197. The

second sentence of Paragraph 197 contains conclusions of law to which no response is required.

To the extent a response is required, TWDC denies the allegations set forth in the second

sentence of Paragraph 197.

198. Paragraph 198 contains conclusions of law to which no response is required. To the

extent a response is required, TWDC denies the allegations set forth in Paragraph 198.

199. Paragraph 199 contains a conclusion of law to which no response is required. To the











DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

204. TWDC denies the allegations set forth in Paragraph 204 and denies that Plaintiffs are

entitled to any of the relief sought.

CLAIMS FOR RELIEF

XI. FIRST CLAIM FOR RELIEF- PER SE VIOLATION OF SECTION ONE OF THE SHERMAN ACT

205. TWDC incorporates by reference each of its preceding responses in answer to

Paragraph 205.





XII. SECOND CLAIM FOR RELIEF -VIOLATION OF THE CARTWRIGHT ACT

209. TWDC incorporates by reference each of its preceding responses in answer to Paragraph

209.



212. Paragraph 212 is a conclusion of law that does not require a response. To the extent a

response is required, TWDC denies the allegations set forth in Paragraph 212.



XIII. THIRD CLAIM FOR RELIEF - UNFAIR COMPETITION

214. TWDC incorporates by reference each of its preceding responses in answer to Paragraph

214.






DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

218. TWDC denies the allegations set forth in Paragraph 218, denies that it has violated any

law or other regulation, and denies that Plaintiffs are entitled to any of the relief sought.

XIV. PRAYER FOR RELIEF

219. In response to the “WHEREFORE” clause following the section entitled “Prayer for

Relief,” TWDC denies that Plaintiffs are entitled to any relief sought. TWDC admits that

Plaintiffs purport to seek relief as set forth in sections (a)-(g) of Paragraph 219. TWDC denies

that it has violated any law or other regulation and denies that Plaintiffs are entitled to any relief

sought.

XV. JURY DEMAND AND DESIGNATION OF PLACE OF TRIAL

220. TWDC admits that Plaintiffs purport to seek a trial by jury as set forth in Paragraph 220.

AFFIRMATIVE DEFENSES

TWDC asserts the following affirmative defenses to Plaintiffs’ alleged causes of action.

Insofar as any of the following expresses denial of an element of any claim alleged against

TWDC or the other Defendants in this action, such expression does not indicate that Plaintiffs

are relieved of their burden to prove each and every element of any such claim.

FIRST AFFIRMATIVE DEFENSE

221. Plaintiffs’ claims and those of putative class members are barred, in whole or in part, by

the doctrines of waiver, settlement, and release.

222. Some Walt Disney Pictures personnel during the relevant class period released TWDC

from some or all claims arising out of employment as part of employment and/or severance

agreements.

223. On information and belief, some personnel of one or more Defendants during the

relevant class period released one or more Defendants from some or all claims as part of

employment and/or severance agreements.

224. Some Walt Disney Pictures personnel during the relevant class period signed severance

agreements that released or waived some or all claims against TWDC arising out of their

employment.


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28


relevant class period signed severance agreements that provided for waiver of some or all claims

against one or more Defendants.

226. On information and belief, some personnel of TWDC and its affiliates during the

relevant class period released Pixar, Lucasfilm, TWDC, and Two Pic MC LLC from some or all

claims asserted in this action as part of the settlement of In re High Tech Employee Antitrust

Litigation (“High Tech”).


relevant class period released Pixar, Lucasfilm, TWDC, and Two Pic MC LLC from some or all

claims asserted in this action as part of the settlement of High Tech.

228. On information and belief, these employment, severance, and/or settlement agreements

bar some individuals who are members of the putative class from pursuing claims for relief

against TWDC and from recovering damages, if any, from TWDC.

SECOND AFFIRMATIVE DEFENSE


the four-year statutes of limitations applicable to their claims under the Sherman Act,

Cartwright Act, and UCL. See 15 U.S.C. § 15b; Cal. Bus. & Prof. Code §§ 16750.1, 17208.

230. On September 8, 2014, named plaintiff Robert A. Nitsch, Jr., individually and on behalf

of all others similarly situated, filed the first complaint in this consolidated action against

defendants. On December 2, 2014, plaintiffs filed a Consolidated Amended Complaint

(“CAC”) against Defendants. Following the Court’s dismissal of the CAC with leave to amend,

plaintiffs filed the SAC on May 15, 2015.

231. On information and belief, any conduct alleged in the SAC, if it occurred at all, ceased

more than four years before the filing of the Nitsch complaint. Moreover, injury as alleged in

the SAC to some or all members of the putative class occurred in whole or in part prior to

September 8, 2010 – four years prior to the filing of the first complaint in this consolidated

action (or a later date for those putative class members who were not proposed for inclusion in


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

the class in the Nitsch complaint but were included in a later-filed complaint) – and therefore

claims arising out of any such injury are barred in whole or in part by the four-year statutes of

limitations applicable to plaintiffs’ claims.

THIRD AFFIRMATIVE DEFENSE

232. Plaintiffs have failed to mitigate their damages.

233. On information and belief, Defendants’ use of cold-calling is only one method by which

members of the putative class could become aware of or be considered for employment

opportunities at Defendants or other companies.

234. On information and belief, Plaintiffs and members of the putative class, through the

exercise of reasonable diligence could have (or did) become aware of employment opportunities

at other Defendants or other employers. There are many other employers who could provide

suitable employment for qualified class members who chose to pursue such opportunities. To

the extent that Plaintiffs and members of the putative class failed to pursue such opportunities,

they have failed to mitigate their damages.

FOURTH AFFIRMATIVE DEFENSE

235. Plaintiffs’ claims and those of putative class members are barred, in whole or in part,

because the claims are subject to arbitration or another form of alternative dispute resolution.

236. On information and belief, personnel of one or more Defendants during the relevant

class period were subject to collective bargaining, employment, and/or severance agreements

that compel arbitration or another form of alternative dispute resolution to resolve any and all

claims arising out of employment.

237. On information and belief, some members of the putative class are therefore barred from

seeking relief of any and all claims alleged in the SAC except through the agreed-upon method

of alternative dispute resolution.

FIFTH AFFIRMATIVE DEFENSE

238. Plaintiffs’ claims for damages, and the claims of putative class members, are subject to a

setoff.


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

239. Plaintiffs have asserted that the conspiracy alleged in the instant action overlaps with the

conspiracy alleged in High Tech.

240. On information and belief, personnel of one or more Defendants during the relevant

class period were eligible to and/or did receive money from settlement(s) in High Tech, whether

directly or through the settlement classes of which they are a member.

241. Accordingly, to the extent such personnel are members of the putative class in this case,

any money damages they might seek and/or recover are subject to a setoff of at least the money

they were eligible to and/or did receive from the High Tech settlement(s), including the portion

of such funds that was used for the benefit of such persons and the settlement classes, including

through the payment of the fees and/or litigation expenses of their counsel and for the claims

process.

SIXTH AFFIRMATIVE DEFENSE


the labor exemption to the federal antitrust laws.

243. During some or all of the class period, Walt Disney Pictures, an indirect wholly-owned

subsidiary of TWDC that includes, among other businesses, Walt Disney Animation Studios,

was part of a multi-employer collective bargaining unit that engaged in collective bargaining

with union(s) representing certain of their personnel, including putative class members.

244. Walt Disney Pictures shared certain information about its unionized employees’

compensation with other employers in its bargaining unit pursuant to a collective bargaining

negotiation in which compensation was one required subject of negotiation.

245. Accordingly, to the extent Plaintiffs’ claims and the claims of putative class members

challenge such information exchanges or other compensation determined through the collective

bargaining process, those claims are barred by the non-statutory exemption to the antitrust laws.

SEVENTH AFFIRMATIVE DEFENSE


the doctrine of laches.


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

247. Plaintiffs unreasonably delayed the filing and service of the SAC (and preceding

complaints) and their notification to TWDC of their bases for the causes of action alleged

against TWDC.

248. Plaintiffs’ unreasonable delay in bringing this suit has unduly and severely prejudiced

TWDC in its defense of this action. As a result of plaintiffs’ delay, time has passed, percipient

witnesses with knowledge of TWDC’s and its affiliates’ alleged employment practices have left

their employment at those entities and are no longer available to TWDC, memories of witnesses

have faded, and other evidence supporting TWDC’s defenses in this case may have been lost.

EIGHTH AFFIRMATIVE DEFENSE


the doctrine of waiver.

250. Some Walt Disney Pictures personnel during the relevant class period were subject to

collective bargaining agreements that compel the timely use of grievance procedures to resolve

certain claims arising out of employment.

251. On information and belief, some personnel of one of more Defendants during the

relevant class period were subject to collective bargaining agreements that compel the timely

use of grievance procedures to resolve certain claims arising out of employment.

252. On information and belief, the claims asserted here by personnel of one of more

Defendants during the relevant class period fall within the scope of the mandatory grievance

procedure to which these personnel were subject.


relevant class period who were obligated to invoke mandatory grievance procedures to resolve

the claims asserted here have failed to do so.


relevant class period have waived the claims asserted here by failing to invoke the mandatory

grievance procedures provided for by the collective bargaining agreement to which they are

subject to resolve those claims.


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

NINTH AFFIRMATIVE DEFENSE


the doctrine of estoppel.


relevant class period negotiated with their Defendant employer on the subject of their

compensation, either individually or through a collective bargaining process, after such

personnel were aware of the High Tech litigation and/or facts made public in connection with

that litigation.


relevant class period agreed to and accepted the negotiated terms of their employment, including

their compensation.


relevant class period are accordingly estopped from claiming that they are entitled to higher

compensation levels and/or damages based on the claims asserted here.

TENTH AFFIRMATIVE DEFENSE


the doctrine of judicial and/or collateral estoppel.

260. On information and belief, some personnel of TWDC and its affiliates during the

relevant class period were members of the plaintiff class certified in High Tech.


relevant class period were members of the plaintiff class in High Tech.

262. Plaintiffs in High Tech determined not to allege conspiratorial conduct after 2009 and

treated 2010 compensation as reflecting post-conspiracy competitive market conditions.

263. Plaintiffs in High Tech sought and achieved certification of a class period that ran

through December 31, 2009.

264. Plaintiffs have asserted that the conspiracy alleged in the instant action overlaps with the

conspiracy alleged in High Tech.


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28


relevant class period are accordingly judicially and/or collaterally estopped from claiming that

the conspiracy alleged in this action continued after 2009. Likewise, they could be estopped

from taking other, as yet unidentified, positions in this action that are inconsistent with positions

the class took in High Tech.

PRAYER FOR RELIEF

WHEREFORE, having stated its answer and affirmative defenses, Defendant

TWDC prays for relief as follows:

1. That this lawsuit be dismissed with prejudice;

2. That no class action be permitted under Fed. R. Civ. P. 23 and no class certified under Fed.

R. Civ. P. 23(c);

3. For attorneys’ fees and costs as permitted by law; and

4. For such other and further relief as this Court deems just and proper.

Respectfully submitted,

DATED: September 17, 2015 COVINGTON & BURLING LLP

By: /s/ Emily Johnson Henn

Emily Johnson Henn Kathryn Cahoy 333 Twin Dolphin Drive, Suite 700 Redwood Shores, CA 94061 Telephone: 650-632-4700 Facsimile: 650-632-4800 Email: [email protected] Email: [email protected]

Deborah A. Garza Thomas A. Isaacson One CityCenter 850 10th Street, NW Washington, DC 20001-4956 Telephone: 202-662-6000 Facsimile: 202-662-6291 Email: [email protected] Email: [email protected]


DEADLINE.co

m


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Cortlin H. Lannin One Front Street, 35th Floor San Francisco, CA 94111 Telephone: 415-591-7078 Facsimile: 415-955-6578 Email: [email protected]

KEKER & VAN NEST LLPJohn W. Keker Robert A. Van Nest Cody S. Harris 633 Battery Street San Francisco, CA 94111-1809

Telephone: 415 391 5400 Facsimile: 415 397 7188 Email: [email protected] Email: [email protected]

Email: [email protected]

ATTORNEYS FOR DEFENDANT THE WALT DISNEY COMPANY


DEADLINE.co

m

deadline - wordpress.com admits that walt disney animation studios (“wdas”), formerly known as...

Documents