Case 2:20-cv-11444-DOC-MAR Document 115 Filed 06/09/22 Page 1 of 9 Page ID #:2027
`
`JS-6
`
`UNITED STATES DISTRICT COURT
`CENTRAL DISTRICT OF CALIFORNIA
`
`CIVIL MINUTES – GENERAL
`
`Case No. LA CV 20-11444-DOC-MAR
`
`Date: June 9, 2022
`
`Title: R. BRIAN TERENZINI v. GOODRX HOLDINGS, INC. ET AL.
`
`PRESENT:
`
`THE HONORABLE DAVID O. CARTER, JUDGE
`
`Karlen Dubon
`Courtroom
`Clerk
`
` Not Present
`Court Reporter
`
`ATTORNEYS PRESENT FOR
`PLAINTIFF:
`None Present
`
`ATTORNEYS PRESENT FOR
`DEFENDANT:
`None Present
`
`PROCEEDINGS (IN CHAMBERS): ORDER GRANTING COUNTER-
`DEFENDANT’S MOTION TO
`DISMISS [105]
`
`Before the Court is Defendants GoodRx Holdings, Inc. (“GoodRx”), Douglas
`Hirsch, Trevor Bezdek, Karsten Voermann, Christopher Adams, Julie Bradley, Dipanjan
`Deb, Adam Karol, Jacqueline Kosecoff, Stephen LeSieur, Gregory Mondre, and Agnes
`Rey-Giraud’s (collectively the “Individual Defendants,” and with GoodRx “GoodRx
`Defendants”) Motion to Dismiss (“Motion” or “Mot.”) (Dkt. 105). The Court finds this
`matter appropriate for resolution without oral argument. See Fed. R. Civ. P. 78; C.D. Cal.
`R. 7-15. Having reviewed the moving papers submitted by the parties, the Court
`GRANTS the Motion and VACATES the hearing scheduled for June 10, 2022.
`
`I.
`
`Background
`
`A.
`
`Facts
`
`This case is a federal securities class action brought on behalf of purchasers of
`GoodRx Class A common stock between September 23, 2020 and May 10, 2021. See
`
`

`

`Case 2:20-cv-11444-DOC-MAR Document 115 Filed 06/09/22 Page 2 of 9 Page ID #:2028
`
`UNITED STATES DISTRICT COURT
`CENTRAL DISTRICT OF CALIFORNIA
`
`CIVIL MINUTES – GENERAL
`
`
`Case No. LA CV 20-11444-DOC-MAR
`
`
`
`Date: June 9, 2022
`
` Page 2
`
`
`generally First Consolidated Amended Complaint (“FAC”) (Dkt. 100). GoodRx is a
`healthcare technology platform that provides consumers with price information and
`discounts on prescription drugs. Id. ¶ 2. The company generates money primarily from
`fees it receives from Pharmacy Benefit Managers who negotiate drug discounts. Id. ¶ 3.
`GoodRx launched an initial public offering (“IPO”) on August 28, 2020. Id. ¶ 4. The IPO
`launched well above its per share offering price, raising $1 billion in gross proceeds. Id.
`
`
`In connection with the IPO, GoodRx filed a Registration Statement and Prospectus
`with the Securities and Exchange Commission (“SEC”), which included representations
`that the company was a “market leader,” was the only “significant direct-to-consumer
`channel” for many Pharmacy Benefit Managers, and had contract provisions in place to
`prevent Pharmacy Benefit Managers from “circumventing our platform [or] redirecting
`volumes outside of our platform.” Id. ¶ 5.
`
`
`However, soon after the IPO, Amazon.com, Inc. (“Amazon”) launched a
`competitor prescription drug discount program, PrimeRx. Id. ¶ 9. Amazon’s program
`involved partnering with a company named Inside Rx, of which GoodRx was a founding
`partner. Id. ¶¶ 7, 43. Plaintiffs allege that as a result, Defendants knew about the
`upcoming launch of Amazon’s competitor service at the time of the IPO, but did not
`disclose that information to investors. Id. ¶ 55. GoodRx’s stock price dropped
`dramatically after PrimeRx’s launch. Id. ¶ 9.
`
`
`Defendants subsequently made representations in investor conference calls that
`Plaintiffs allege were materially misleading, particularly in that they failed to disclose
`that Amazon was planning to introduce a drug price comparison tool identical to
`GoodRx’s. Id. ¶ 64. When that tool launched in May 2021, GoodRx’s stock dropped to
`below its initial IPO price. Id.
`
`
`Plaintiffs bring suit against GoodRx, its directors, and the underwriters of
`GoodRx’s IPO for failing to disclose the material risk of competition from Amazon at the
`time of the IPO and for making materially false statements in the Registration Statement
`and in subsequent investor communications, therefore artificially inflating the price of
`GoodRx stock. See generally id.
`
`
`

`

`Case 2:20-cv-11444-DOC-MAR Document 115 Filed 06/09/22 Page 3 of 9 Page ID #:2029
`
`UNITED STATES DISTRICT COURT
`CENTRAL DISTRICT OF CALIFORNIA
`
`CIVIL MINUTES – GENERAL
`
`
`Case No. LA CV 20-11444-DOC-MAR
`
`
`
`
`
`B.
`
`Procedural History
`
`Date: June 9, 2022
`
` Page 3
`
`On May 6, 2021, Plaintiff Terenzini filed his complaint in this Court on behalf of a
`class (Dkt. 1). After consolidating cases, the Court appointed the Lead Plaintiffs to lead
`the class (Dkt. 65). Plaintiffs filed their Consolidated Complaint on June 7, 2021.
`
`The GoodRx Defendants filed a Motion to Dismiss on August 6, 2021. Defendants
`Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC,
`Barclays Capital Inc., BofA Securities Inc., Citigroup Global Markets Inc., Credit Suisse
`Securities (USA) LLC, RBC Capital Markets, LLC, UBS Securities LLC, Cowen and
`Company, LLC, Deutsche Bank Securities Inc., Evercore Group L.L.C., Citizens Capital
`Markets, Inc., KKR Capital Markets LLC, LionTree Advisors LLC, Raymond James &
`Associates, Inc., SVB Leerink LLC, Academy Securities, Inc., Loop Capital Markets
`LLC, R. Seelaus & Co., LLC and Samuel A. Ramirez & Company, Inc. (collectively the
`“Underwriters”) joined the GoodRx Defendants’ Motion (Dkt. 89). On January 6, 2022,
`the Court granted the Defendants’ Motion to Dismiss with leave to amend (Dkt. 98).
`
`On February 7, 2022, Plaintiffs filed their FAC. The GoodRx Defendants filed a
`second Motion to Dismiss on March 10, 2022. The Underwriters joined the Motion on
`March 10, 2022 (Dkt. 108). Plaintiffs opposed the Motion (“Opp’n”) (Dkt. 110) on April
`14, 2022, and the GoodRx Defendants filed their Reply (Dkt. 111), joined by the
`Underwriters (Dkt. 112), on May 4, 2022.
`
`
`Legal Standard
`
`II.
`
`Under Federal Rule of Civil Procedure 12(b)(6), a complaint must be dismissed
`when a plaintiff’s allegations fail to set forth a set of facts that, if true, would entitle the
`complainant to relief. Ashcroft v. Iqbal, 556 U.S. 662, 679 (2009); Bell Atl. Corp. v.
`Twombly, 550 U.S. 544, 555 (2007) (holding that a claim must be facially plausible in
`order to survive a motion to dismiss). The pleadings must raise the right to relief beyond
`the speculative level; a plaintiff must provide “more than labels and conclusions, and a
`formulaic recitation of the elements of a cause of action will not do.” Twombly, 550 U.S.
`at 555 (citing Papasan v. Allain, 478 U.S. 265, 286 (1986)). On a motion to dismiss, a
`court accepts as true a plaintiff’s well-pleaded factual allegations and construes all factual
`inferences in the light most favorable to the plaintiff. See Manzarek v. St. Paul Fire &
`
`

`

`Case 2:20-cv-11444-DOC-MAR Document 115 Filed 06/09/22 Page 4 of 9 Page ID #:2030
`
`UNITED STATES DISTRICT COURT
`CENTRAL DISTRICT OF CALIFORNIA
`
`CIVIL MINUTES – GENERAL
`
`
`Case No. LA CV 20-11444-DOC-MAR
`
`
`
`Date: June 9, 2022
`
` Page 4
`
`
`Marine Ins. Co., 519 F.3d 1025, 1031 (9th Cir. 2008). A court is not required to accept as
`true legal conclusions couched as factual allegations. Iqbal, 556 U.S. at 678.
`
`
`In evaluating a Rule 12(b)(6) motion, review is ordinarily limited to the contents
`of the complaint and material properly submitted with the complaint. Van Buskirk v.
`Cable News Network, Inc., 284 F.3d 977, 980 (9th Cir. 2002); Hal Roach Studios, Inc. v.
`Richard Feiner & Co., Inc., 896 F.2d 1542, 1555, n.19 (9th Cir. 1990). Under the
`incorporation by reference doctrine, the court may also consider documents “whose
`contents are alleged in a complaint and whose authenticity no party questions, but which
`are not physically attached to the pleading.” Branch v. Tunnell, 14 F.3d 449, 454 (9th Cir.
`1994), overruled on other grounds by Galbraith v. Cty. of Santa Clara, 307 F.3d 1119,
`1121 (9th Cir. 2002). The court may treat such a document as “part of the complaint, and
`thus may assume that its contents are true for purposes of a motion to dismiss under Rule
`12(b)(6).” United States v. Ritchie, 342 F.3d 903, 908 (9th Cir. 2003).
`
`
`When a motion to dismiss is granted, the court must decide whether to grant leave
`to amend. The Ninth Circuit has a liberal policy favoring amendments, and thus leave to
`amend should be freely granted. See, e.g., DeSoto v. Yellow Freight Sys., Inc., 957 F.2d
`655, 658 (9th Cir. 1992). However, a court need not grant leave to amend when
`permitting a plaintiff to amend would be an exercise in futility. See, e.g., Rutman Wine
`Co. v. E. & J. Gallo Winery, 829 F.2d 729, 738 (9th Cir. 1987) (“Denial of leave to
`amend is not an abuse of discretion where the pleadings before the court demonstrate that
`further amendment would be futile.”).
`
`III. Discussion
`
`As in the first Motion to Dismiss, the GoodRx Defendants, joined by the
`Underwriters, argue that Plaintiffs’ Securities Act claim should be dismissed for lack of
`damages; that Plaintiffs have not sufficiently pled facts establishing the falsity of the
`challenged statements; and that Plaintiffs have not sufficiently pled facts evidencing
`scienter. The Court considers each argument in turn.
`
`
`A. False or misleading claims
`
`
`
`
`
`

`

`Case 2:20-cv-11444-DOC-MAR Document 115 Filed 06/09/22 Page 5 of 9 Page ID #:2031
`
`UNITED STATES DISTRICT COURT
`CENTRAL DISTRICT OF CALIFORNIA
`
`CIVIL MINUTES – GENERAL
`
`
`Case No. LA CV 20-11444-DOC-MAR
`
`
`
`Date: June 9, 2022
`
` Page 5
`
`
`
`To state a claim under Section 10(b) of the Exchange Act, a plaintiff must allege
`facts showing (1) a material misrepresentation, (2) scienter, (3) a connection with the
`purchase or sale of security, (4) reliance, (5) economic loss, and (6) loss causation. Dura
`Pharms., Ins. v. Broudo, 544 U.S. 336, 341 (2005). Under the heightened pleading
`standards of the Private Securities Litigation Reform Act (“PSLRA”), a securities fraud
`complaint must identify each alleged misrepresentation, specify the reasons it is
`misleading, and state with particularity facts giving rise to a strong inference that the
`defendant who made the misrepresentation acted with fraudulent intent. Tellabs Inc. v.
`Makor Issues & Rights Ltd., 551 U.S. 308, 321 (2007).
`
`Plaintiffs’ initial complaint alleged that GoodRx and Underwriters violated Sections
`10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) by failing to
`disclose information about the possibility of Amazon launching a competitor service in
`both registration materials and their statements after the launch of their IPO, resulting in
`an artificially inflated IPO. See generally FAC. The Court previously dismissed the case
`with leave to amend, ruling that the claims were not sufficiently pled because of the lack
`of facts establishing that GoodRx and the Underwriters were aware of Amazon’s plans to
`launch Amazon Pharmacy when GoodRx announced its IPO. See generally Order
`Granting Defendant’s Motion to Dismiss (“Order”) (Dkt. 98).
`
`
`i. Pre- and post-IPO statements
`
`
`Plaintiffs’ FAC makes the same allegations, again asserting that GoodRx failed to
`disclose the material risk of Amazon entering the market as a competitor at the time of
`the IPO, and continued to misrepresent that risk to investors, thus artificially inflating the
`price of GoodRx stock. See generally FAC. Defendant GoodRx, joined by Underwriters,
`argues that Plaintiffs’ Amended Complaint fails to provide additional facts, meaning the
`complaint remains insufficiently pled, and the Court should again dismiss. Mot. at 9.
`
`In Plaintiffs’ first complaint, Plaintiffs challenged various statements made by
`GoodRx before and after their IPO launch about GoodRx’s market leadership and lack of
`competition, consumer demand for their services, and their unique business partnerships
`with PBMs. FAC ¶¶ 59-61. They argued that these statements were materially false and
`misleading given Amazon’s plans to launch Amazon Pharmacy, a business in the same
`industry. FAC ¶ 118. The Court previously ruled that Plaintiffs failed to allege facts
`
`

`

`Case 2:20-cv-11444-DOC-MAR Document 115 Filed 06/09/22 Page 6 of 9 Page ID #:2032
`
`UNITED STATES DISTRICT COURT
`CENTRAL DISTRICT OF CALIFORNIA
`
`CIVIL MINUTES – GENERAL
`
`
`Case No. LA CV 20-11444-DOC-MAR
`
`
`
`Date: June 9, 2022
`
` Page 6
`
`
`proving that GoodRx’s statements were materially false, as there was no evidence that
`they knew of Amazon’s plans to enter the market. Order at 7-9:
`
`
`Plaintiffs allege no facts indicating that Defendants were aware of Amazon’s plans. This is the
`critical missing piece of the Complaint: Amazon’s existing plans are irrelevant if the Defendants
`did not know of them. While Plaintiffs allege that GoodRx “had access to inside information” and
`communicated with Amazon regularly due to its partnerships with Inside Rx and Amazon’s
`subsidiary PillPack, they do not allege how or when Defendants learned any insider information
`from those partnerships or what specific information they learned. See CC ¶¶ 6, 50-51. These
`missing allegations go against “Congress’s basic purpose in raising the bar [in the PSLRA] in the
`first place; namely, . . . to put an end to the practice of pleading fraud by hindsight.” Gompper v.
`VISX, Inc., 298 F.3d 893, 897 (9th Cir. 2002).
`
`
`Order at 8-9. The circumstantial evidence provided to imply that GoodRx and
`Underwriters had knowledge of Amazon’s plans was deemed insufficient to state a claim,
`and the Court dismissed the claim with leave to amend.
`
`The Court agrees that Plaintiffs’ Amended Complaint again fails to provide
`
`sufficient facts demonstrating that Defendants were aware of Amazon’s plans to launch a
`competitor service. Rather than provide new facts supporting their claim, Plaintiffs’
`Amended Complaint merely emphasizes claims made in their first complaint about the
`business relationship between Defendant GoodRx and Amazon as circumstantial
`evidence that Defendants knew that Amazon intended to enter the online pharmaceutical
`market. FAC ¶ 104. Had the Plaintiffs provided any direct evidence of GoodRx’s
`purported knowledge—such as correspondence between GoodRx and Amazon detailing
`Amazon’s plans, or private reports revealing details about Amazon Pharmacy ahead of its
`launch—their allegations may have approached the level of specificity needed for a claim
`to be considered sufficient. However, the lack of additional facts in the Amended
`Complaint again defeat Plaintiffs’ claims. Accordingly, the Court GRANTS Defendants’
`Motion as to the Section 10(b) claims and DISMISSES WITH PREJUDICE those claims.
`
`
`As in the Court’s previous ruling, the dismissal of all of Plaintiffs’ Section 10(b)
`claims negates the need to consider Defendants’ arguments regarding insufficient factual
`allegations of scienter under the Exchange Act. Mot. at 19-23. However, the Court agrees
`with Defendants that Plaintiffs’ allegations of scienter suffer from the same lack of facts
`as their 10(b) claims involving Defendants’ knowledge of Amazon’s plans, and thus
`appear to be insufficient for the same reasons. See Police Ret. Sys. of St. Louis v. Intuitive
`Surgical, Inc., 759 F.3d 1051, 1062 (9th Cir. 2014) (holding that facts supporting a “mere
`
`

`

`Case 2:20-cv-11444-DOC-MAR Document 115 Filed 06/09/22 Page 7 of 9 Page ID #:2033
`
`UNITED STATES DISTRICT COURT
`CENTRAL DISTRICT OF CALIFORNIA
`
`CIVIL MINUTES – GENERAL
`
`
`Case No. LA CV 20-11444-DOC-MAR
`
`
`
`Date: June 9, 2022
`
` Page 7
`
`
`inference of [the defendants’] knowledge” did not support scienter). Accordingly, the
`Court GRANTS Defendants’ Motion as to the Exchange Act claims and DISMISSES
`WITH PREJUDICE those claims.
`
`
`ii. Items 303 and 105 of Regulation S-K
`
`
`
`Under Item 303 of Regulation S-K, the registrant is under a duty to “[d]escribe
`any known trends or uncertainties that the registrant reasonably expects will have a
`material favorable or unfavorable impact on net sales or revenues or income from
`continuing operations.” 17 C.F.R. § 229.303(a)(3)(ii). As such, a plaintiff must allege
`facts showing defendants knew of an adverse trend, the material impact of that trend, and
`“that the future material impacts are reasonably likely to occur from the present-day
`perspective.” Steckman v. Hart Brewing, Inc., 143 F.3d 1293, 1297 (9th Cir. 1998)
`(emphasis omitted). “Regulation S-K thus governs the disclosure of known historic
`trends, but does not provide a basis of liability where a corporation fails to ‘disclose” the
`future.” In re Verifone Sec. Litig., 784 F. Supp. 1471, 1483 (N.D. Cal. 1992), aff’d, 11
`F.3d 865 (9th Cir. 1993) (citing In re Convergent Technologies Sec. Litig., 948 F.2d 507,
`516 (9th Cir. 1991)).
`
`The Court previously dismissed Plaintiffs’ first claim under Item 303, noting that
`
`“Without facts indicating concrete knowledge of Amazon’s plans, any lack of disclosure
`here would be merely a failure to ‘disclose the future.’” Order at 12. As established,
`Plaintiffs have again failed to allege facts sufficient to demonstrate that Defendants had
`knowledge of Amazon’s plans to launch Amazon Pharmacy, providing only
`circumstantial evidence regarding GoodRx’s business relationship with Amazon
`subsidiaries. FAC ¶ 72(b). Accordingly, the Court GRANTS the Motion as to Item 303,
`and Plaintiffs’ Item 303 claim is DISMISSED WITH PREJUDICE.
`
`Item 105 of Regulation S-K requires a “discussion of the material factors that
`
`make an investment in the registrant or offering speculative or risky.” 17 C.F.R.
`§ 229.105. The Court previously dismissed Plaintiffs’ Item 105 claim, explaining that
`Plaintiffs failed to sufficiently allege facts demonstrating Defendants’ knowledge of the
`risk of Amazon entering the market. Order at 13. For the same reason as earlier claims,
`Plaintiffs’ Item 105 claim also fails due to the lack of facts supporting the allegation that
`Defendants had concrete knowledge about the risk of Amazon’s plans to launch Amazon
`
`

`

`Case 2:20-cv-11444-DOC-MAR Document 115 Filed 06/09/22 Page 8 of 9 Page ID #:2034
`
`UNITED STATES DISTRICT COURT
`CENTRAL DISTRICT OF CALIFORNIA
`
`CIVIL MINUTES – GENERAL
`
`
`Case No. LA CV 20-11444-DOC-MAR
`
`
`
`Date: June 9, 2022
`
` Page 8
`
`
`Pharmacy. As such, the Court GRANTS the Motion as to Item 105, and Plaintiffs’ Item
`105 claim is DISMISSED WITH PREJUDICE.
`
`
`B. Securities Act damages
`
`Section 11 of the Securities Act creates a private remedy for any purchaser of a
`security if any part of the registration statement, “when such part became effective,
`contained an untrue statement of a material fact or omitted to state a material fact
`required to be stated therein or necessary to make the statements therein not misleading.”
`15 U.S.C. § 77k(a). Under 15 U.S.C. § 77k(e), such a purchaser may recover damages for
`losses “measured by the difference between the amount paid for the security and its price
`at either the time it was sold or the date the Section 11 claim was filed.” Miller v. Pezzani
`(In re Worlds of Wonder Sec. Litig.), 35 F.3d 1407, 1421 (9th Cir.1994). While damages
`are not an element of a Section 11 claim, lack of damages is an affirmative defense. Id. at
`1421-22; In re Countrywide Fin. Corp. Sec. Litig., 588 F. Supp. 2d 1132, 1168-69 (C.D.
`Cal. 2008).
`
`
`Plaintiffs’ Amended Complaint renews assertions that GoodRx’s IPO stock price
`did not represent its true “value” as a basis for damages, again relying on an unpublished
`district court case as their only support for such a calculation. Opp’n at 8 (quoting In re
`Snap Inc. Sec. Litig., 2018 WL 2972528, at *9 (C.D. Cal. June 7, 2018)). The Court
`previously dismissed Plaintiff’s identical claim from their first complaint, stating that the
`statute’s language is clear that the starting point for damages is the price that Plaintiffs
`actually paid for the stocks, capped at the IPO price, meaning $33/share. Given that
`Plaintiffs’ Amended Complaint lacks any new legal arguments or facts supporting this
`framework, the Court agrees with the Defendants that this theory of calculation of
`damages is unpersuasive and out of line with the plain language of the statute. 15 U.S.C.
`§ 77k(e). As such, there is no evidence of loss to the Plaintiffs, so the Court GRANTS the
`Motion as to Section 11, and Plaintiffs’ Section 11 claims are DISMISSED WITH
`PREJUDICE.
`
`
`C. Individual Defendants’ liability as control persons
`
`Section 20(a) of the Exchange Act makes “controlling” persons liable for
`violations of § 10(b). 15 U.S.C. § 78t(a). “Section 20(a) claims may be dismissed
`summarily, however, if a plaintiff fails to adequately plead a primary violation of section
`
`

`

`Case 2:20-cv-11444-DOC-MAR Document 115 Filed 06/09/22 Page 9 of 9 Page ID #:2035
`
`Date: June 9, 2022
`
` Page 9
`
`UNITED STATES DISTRICT COURT
`CENTRAL DISTRICT OF CALIFORNIA
`
`CIVIL MINUTES – GENERAL
`
`
`Case No. LA CV 20-11444-DOC-MAR
`
`
`
`
`10(b).” Zucco Partners, LLC v. Digimarc Corp., 552 F.3d 981, 990 (9th Cir. 2009), as
`amended (Feb. 10, 2009). Similarly, § 15 of the Securities Act makes control persons
`liable for violations of § 11. The Court previously dismissed Plaintiffs’ § 20(a) and § 15
`claims because Plaintiffs’ § 10(b) and § 11 claims were insufficiently pled. Given that the
`claims are identical in Plaintiffs’ Amended Complaint, the Court DISMISSES WITH
`PREJUDICE Plaintiffs’ § 20(a) and § 15 claims.
`
`Given the lack of additional facts to support the assertions in Plaintiffs’ Amended
`Complaint, Plaintiffs’ claims are again insufficiently pled. As Plaintiffs were given leave
`to amend and failed to include sufficient facts in their Amended Complaint, further
`opportunity to amend would be “an exercise in futility.” See, e.g., Rutman Wine Co., 829
`F.2d at 738. Accordingly, the Court DISMISSES WITH PREJUDICE Plaintiffs’ claims
`under Section 11 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act, and
`Items 303 and 105 of Regulation S-K.
`
`IV. Disposition
`
`For the reasons set forth above, the Court GRANTS the GoodRx Defendants’
`Motion to Dismiss and GRANTS the Underwriters’ Motion to Dismiss. The Court
`DISMISSES WITH PREJUDICE Plaintiffs’ claims under § 10(b) and § 20(a) of the
`Exchange Act and Rule 10b-5, § 11 and § 15 of the Securities Act, and Items 303 and
`105 of Regulation S-K. The Court VACATES the hearing scheduled for June 10, 2022.
`
`
`The Clerk shall serve this minute order on the parties.
`
`MINUTES FORM 11
`
`
`
`Initials of Deputy Clerk: kdu
`
`CIVIL-GEN
`
`
`
`
`