Case 2:22-cv-07770-DSF-PVC Document 47-2 Filed 08/14/23 Page 1 of 31 Page ID #:825
`Case 2:22-cv-07770-DSF-PVC Document 47-2 Filed 08/14/23 Page 1of31 Page ID #:825
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`Vicki Kuftic Horne, Esq. (PA 36578)
`vkhorne@hornedaller.com
`HORNE DALLER LLC
`1380 Old Freeport Road, Suite 3A
`Pittsburgh, PA 15238
`Phone: (412) 967-9400
`PRO HAC VICE
`
`Chaka Okadigbo, Esq. (CA 224547)
`cokadigbo@hkm.com
`HKM Employment Attorneys LLP
`700 South Flower Street, Suite 1067
`Los Angeles, CA 90017
`Phone: (213) 431-6209
`
`Attorneys for Plaintiff
`
`UNITED STATES DISTRICT COURT
`
`CENTRAL DISTRICT OF CALIFORNIA—WESTERN DIVISION
`
`SHANAN GUINN,
`
`Case No. 2:22-cv-07770-DSF (PVCx)
`
`Plaintiff,
`
`v.
`
`THE WALT DISNEY COMPANY,
`
`Defendant.
`
`FIRST AMENDED COMPLAINT
`FOR:
`
`(1) Breach of Implied Covenant of
`Good Faith & Fair Dealing
`
`(2) Violation of Cal. Labor Code § 970
`
`(3) Promissory Fraud
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`(4) Negligent Misrepresentation
`
`(5) Promissory Estoppel
`
`(6)
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`(7)
`
`(8)
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`Intentional Misrepresentation
`
`Intentional Interference with
`Contractual Relations
`
`Intentional Interference with
`Prospective Economic Advantage
`
`DEMAND FOR JURY TRIAL
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`INTRODUCTION
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`1.
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`This action arises from an employment agreement between Plaintiff,
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`Shanan Guinn, and Defendant, The Walt Disney Company (“hereinafter “Disney”),
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`wherein Disney made a formal offer of employment to Ms. Guinn, which Ms. Guinn
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`accepted. After Ms. Guinn gave notice of resignation to her then-employer, BP,
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`initiated return to the United States and, at the insistence of Disney, took other action
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`to her financial and professional detriment and necessary to undertaking the contract,
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`Disney rescinded the offer.
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`2.
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`At all times during the formation and negotiation of the employment
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`agreement, Disney knew that in order to commence employment, Ms. Guinn would
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`be required to resign from her employment with BP, terminate her expatriate
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`(“expat”) status and move back to the United States, as she had been transferred to
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`London pursuant to her employment agreement with BP. Disney made that offer
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`when it was at the same time facing substantial public and political resistance over
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`Disney’s response to a controversial Florida law.
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`3.
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`At no time prior to rescinding the offer did Disney indicate to Ms.
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`Guinn that the position was at risk of being eliminated. Rather, Disney represented
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`that, by accepting the offer, Ms. Guinn would be “begin[ning] the next chapter of
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`[her] career” with “a Company known worldwide for wonder and imagination!”
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`4.
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`As a direct result of Disney’s misrepresentations and bad faith conduct,
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`Ms. Guinn lost her job with BP, and moved back to the United States where she
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`remains underemployed, and her professional trajectory undermined. Ms. Guinn has
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`suffered and will continue to suffer significant compensatory damages, including
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`lost compensation and lost benefits in an amount far exceeding the jurisdictional
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`limits of the Court.
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`Case 2:22-cv-07770-DSF-PVC Document 47-2 Filed 08/14/23 Page 4 of 31 Page ID #:828
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`THE PARTIES
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`5.
`
`Plaintiff SHANAN GUINN is an adult individual and citizen of
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`Washington, District of Columbia, with a principal residence in at 1107 C Street NE,
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`Washington, D.C. 20002.
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`6.
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`Defendant THE WALT DISNEY COMPANY (“hereinafter “Disney”)
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`is a corporation registered in Delaware and a citizen of California, and is
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`headquartered at 500 South Buena Vista Street, Burbank, California 91521-4016.
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`JURISDICTION AND VENUE
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`7.
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`This Court has subject matter jurisdiction over this action pursuant to
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`28 U.S.C. § 1332(a)(1) because this action involves citizens of different states and
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`the matter in controversy exceeds $75,000.00, exclusive of interest and costs.
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`8.
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`Venue is proper in the Central District of California pursuant to 28
`
`U.S.C. § 1391(b)(1) because Disney is a citizen of the State of California and its
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`principal place of business is located in this judicial district.
`
`FACTUAL BACKGROUND
`
`9.
`
`Ms. Guinn’s professional experience includes ten (10) years with BP
`
`p.l.c., and a diverse background in public service, including positions in the White
`
`House, United States Department of Defense, and United States Congress.
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`10. Ms. Guinn maintained employment with BP from 2011 to 2022, and
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`held the following positions:
`
`(a)
`
`Senior Vice President, Business Communications & Internal
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`Campaigns from 2019 to 2022;
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`(b) Vice President of Communications & External Affairs for BP
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`North Africa from 2018 to 2019;
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`Case 2:22-cv-07770-DSF-PVC Document 47-2 Filed 08/14/23 Page 5 of 31 Page ID #:829
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`(c) Head of Strategy & Planning for Communications & External
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`Affairs from 2011 to 2014; and
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`(d) Director of U.S. Communications from 2011 to 2013.
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`11.
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`In 2018, as a condition of her promotion to Vice President of
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`Communications & External Affairs for BP North Africa, Ms. Guinn was relocated
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`to London, United Kingdom, where she remained on expat status until June 2022.
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`12. Ms. Guinn’s expat status was pursuant to her contract with BP only,
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`and she otherwise remained a citizen of and domiciled in Washington, D.C., which
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`is where she owns real property and maintains her primary residence.
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`
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`Restructuring and New Leadership in Disney
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`13.
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`In 2020, Disney experienced a significant change in leadership as
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`Robert Chapek, assumed the role of Chief Executive Officer (CEO) of the Walt
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`Disney Company in February 2020.
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`14.
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`In or about December 2021, Disney hired Geoffrey Morrell for the
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`newly created position of Chief Corporate Affairs Officer (CCAO).;1 his
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`employment with Disney commenced on January 24, 2022.
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`15. Mr. Morrell reported directly to Disney CEO Chapek.
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`16. Mr. Morrell had oversight of various department teams, including
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`Disney’s Corporate Communications, Global Public Policy, Government Relations,
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`Corporate Social Responsibility, and Environmental, Social and Governance teams.
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`17. Disney announced on April 5, 2022, the hire of Kristina Schake as the
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`Executive Vice President of Global Communications—a position in which she
`
`would report directly to Mr. Morrell.
`
`
`
`
`1 The Walt Disney Company, The Walt Disney Company Names Geoff Morrell As Chief Corporate
`Affairs Officer (Dec. 7, 2021), https://thewaltdisneycompany.com/the-walt-disney-company-
`names-geoff-morrell-as-chief-corporate-affairs-officer-2/.
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`Case 2:22-cv-07770-DSF-PVC Document 47-2 Filed 08/14/23 Page 6 of 31 Page ID #:830
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`Disney Recruits Ms. Guinn
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`18.
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`In MarchFebruary 2022, Disney also began recruiting Ms. Guinn for
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`the position of Head of Corporate Affairs Operations, in which role she would report
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`to Mr. Morrell, her former supervisor while at BP.
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`19. Though at all times Ms. Guinn was a U.S. citizen, she was living in
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`London and working for BP throughout the negotiations with Disney.
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`20. By letter dated March 28, 2022, (hereinafter “Offer Letter”) and e-mail
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`dated March 29, 2022, Disney made a clear and unambiguous offer of employment
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`to Ms. Guinn for the position of Head of Corporate Affairs Operations. A true and
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`correct copy of the Offer Letter and the March 29, 2022 e-mail communication are
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`attached hereto and marked as Exhibit 1.
`
`
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`21. On or about March 29, 2022, BP announced that Ms. Guinn accepted a
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`new position and title at BP—Senior Vice President of External Affairs.
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`22. On April 1, 2022, Ms. Guinn expressly accepted, via e-mail, Disney’s
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`offer of employment.
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`23. At the behest of Disney, at the time she accepted employment, Ms.
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`Guinn further agreed that on April 4, 2022, she would give BP notice of her
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`resignation. A true and correct copy of the April 1, 2022 e-mail communications are
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`attached hereto and marked as Exhibit 2.
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`24. Disney responded to Ms. Guinn’s April 1, 2022 e-mail with: “That is
`
`great to hear! Welcome to the Disney Family [smiley face].” (Ex. 2).
`
`25.
`
`In discussing Ms. Guinn’s start date with Disney, Disney was insistent
`
`that she begin employment immediately, however, her employment contract with
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`BP imposed a six-month notice obligation prior to resignation.
`
`26. Upon Disney’s insistence, Ms. Guinn worked to renegotiate the terms
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`of her employment with BP and was able to reduce the notice period to only two (2)
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`months; this meant that she would remain working for BP until June 3, 2022, after
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`Case 2:22-cv-07770-DSF-PVC Document 47-2 Filed 08/14/23 Page 7 of 31 Page ID #:831
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`which time she would relocate back to the United States and move to Los Angeles
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`in order to begin her new position with Disney on June 6, 2022.
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`27. At no time did Disney indicate to Ms. Guinn that her employment was
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`contingent upon other persons being or remaining employed at Disney.
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`28. The reduced notice period caused Ms. Guinn to lose a bonus and
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`additional year of vesting in BP stock options, all of which was disclosed to Disney.
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`
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`Disney Faces Public Backlash for Response to Florida Law
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`29.
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`In March 2022, both prior to and during the negotiations between Ms.
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`Guinn and Disney, the Florida legislature passed House Bill (HB) 1557, Parental
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`Rights in Education, which came to be known as the “Don’t Say Gay” law and has
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`been criticized for being openly discriminatory and controversial with respect to the
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`LGBTQ+ community.
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`30. HB 1557 bans discussion or teaching about the LGBTQ+ community,
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`and sexual orientation or gender identity in schools.
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`31. Disney faced substantial backlash for its initial silence in response to
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`HB 1557, which was primarily directed at CEO Chapek.
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`32. On March 11, 2022, Mr. Chapek issued a written apology to Disney
`
`employees for his lack of action in response to HB 1557. 2
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`33. Despite Mr. Chapek’s attempt to correct Disney’s response to HB 1557,
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`Disney continued to face substantial criticism, especially from its own employees,
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`including an organized walkout on March 15, 2022.3
`
`
`2 Deadline, Bob Chapek’s Toughest Test Yet: Disney’s “Worst Week” Over ‘Don’t’ Say Gay’
`Response
`Could
`Lead
`To
`“Profound
`Change”
`(Mar.
`11,
`2022),
`https://deadline.com/2022/03/disney-dont-say-gay-controversy-backlash-employees-bob-chapek-
`1234976469/.
`3 Deadline, Disney Dissent Looks To Grow Over ‘Don’t Say Gay’ As LGBTQ+ Staff Plan Walkouts
`Starting Today (Mar. 15, 2022), https://deadline.com/2022/03/disney-dont-say-gay-walk-out-
`lgbtq-staff-bob-chapek-florida-1234979311/.
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`Case 2:22-cv-07770-DSF-PVC Document 47-2 Filed 08/14/23 Page 8 of 31 Page ID #:832
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`34. Florida Governor, Ron DeSantis, signed HB 1557 into law on March
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`28, 2022, which Disney criticized, saying the bill should never have been signed into
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`law; this was the same date as Disney’s Offer Letter to Ms. Guinn.
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`35. Florida politicians immediately began discussions to retaliate against
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`Disney for its criticism of HB 1557.
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`36. On March 31, 2022, a Florida Representative proposed the possibility
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`that Florida would repeal a law that gave Disney a tax advantage based on the district
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`in which Disney’s Walt Disney World is located; the Florida legislature ultimately
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`did repeal the law on April 22, 2022.
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`37. Disney thereafter made personnel changes, including the resignation of
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`Mr. Morrell, which was announced on April 29, 2022.4
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`38. Disney eliminated Mr. Morrell’s position and immediately promoted
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`Kristina Schake to Senior Executive Vice President of Communications and
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`Corporate Affairs to assume Mr. Morrell’s duties and responsibilities, on or about
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`April 29, 2022.
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`39. On May 2, 2022, after learning of Mr. Morrell’s departure, Ms. Guinn
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`communicated with Disney’s Human Resources Department at which time she was
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`given no information that Mr. Morrell’s departure could have any effect on her
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`employment with Disney.
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`40. Rather, Human Resources asked various questions relating to Ms.
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`Guinn’s resignation with BP and plan to relocate back to the United States.
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`41. At no time during employment negotiations nor at the time Ms. Guinn
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`was offered and then accepted employment did Disney ever indicate that her
`
`
`4 Deadline, Geoff Morrell Out As Disney Communications Chief After Florida Fiascos; Kristina
`Schake & Horacio Gutierrez To Split Role (Apr. 29, 2022), https://deadline.com/2022/04/disney-
`geoff-morrell-exits-bob-chapek-communications-kristina-schake-horacio-gutierrez-
`1235013269/.
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`employment was contingent upon or in any way at risk as a result of the dispute
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`between Disney and the state of Florida.
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`42. At no time during employment negotiations nor at the time Ms. Guinn
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`was offered and then accepted employment did Disney ever indicate that her
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`employment was contingent upon or in any way at risk as a result of other personnel
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`decisions at Disney.
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`43. On and after May 2, 2022, BP set into motion Ms. Guinn’s return to the
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`United States, a necessary condition to the termination of her employment and
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`provided no opportunity to stop or halt that process.
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`44. On May 17, 2022, Disney rescinded the employment agreement with
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`Ms. Guinn and communicated that the position for which she was hired no longer
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`existed.
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`45. Having already given notice of resignation to BP and in the active
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`process of returning to the United States, Ms. Guinn reiterated her interest in and
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`commitment to employment with Disney.
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`46. Ms. Guinn offered to postpone her start date in order to allow Disney
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`time to determine a different role for Ms. Guinn but Disney rejected that offer.
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`47. Ms. Guinn offered to travel to California to meet personally with
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`Disney personnel, but Disney rejected that offer.
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`48. Disney made no substantive efforts to find alternative placement for
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`Ms. Guinn.
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`49. Upon Disney’s rescission of the offer of employment, Ms. Guinn
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`sought to retain her employment with BP, but was only permitted to extend
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`employment through June 30, 2022.
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`50. Though Ms. Guinn continued working remotely for BP through the end
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`of June 2022, following what was negotiated to be her last day of employment with
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`BP on June 3, 2022, consistent with obligations attached to her expat status, Ms.
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`Case 2:22-cv-07770-DSF-PVC Document 47-2 Filed 08/14/23 Page 10 of 31 Page ID
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`#:834
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`Guinn was relocated back to the United States where she remains presently and
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`without equivalent employment.
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`
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`Compensation and Benefits Promised to Ms. Guinn
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`51. Disney’s offer of employment included, inter alia, a substantial total
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`compensation package that included, in addition to base salary and insurance
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`benefits, signing bonuses, relocation benefits, participation in annual bonus and
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`long-term incentive plans, the Disney benefits and rewards program and the like, the
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`specifics of which will be established at time of trial.
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`52. The terms of Ms. Guinn’s employment reflect the lengthy discussions
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`and negotiations between Disney and Ms. Guinn, during which Disney understood
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`that Ms. Guinn would be required to make significant personal and financial
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`sacrifices in order to join Disney.
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`53. Further, by requiring Ms. Guinn to terminate her employment prior to
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`the agreed notice period, Disney further understood that she would lose an earned
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`bonus and annual stock vesting.
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`54. Disney treated Ms. Guinn as a new hire from the date of the offer of
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`employment, which was evidenced even after the offer was rescinded, including
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`various e-mails from Disney directed at new hires and having Ms. Guinn work with
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`Disney’s executive placement firm to explore post-termination employment
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`opportunities.
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`55. At all times material hereto, Disney also knew that, had Ms. Guinn
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`remained employed with BP, she would have been retirement eligible on March 31,
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`2025, as a result of which she would have realized substantial further economic
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`benefits and which opportunity was lost with the acceptance of employment with
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`Disney.
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`Case 2:22-cv-07770-DSF-PVC Document 47-2 Filed 08/14/23 Page 11 of 31 Page ID
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`#:835
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`56. Ms. Guinn has and will continue to suffer significant compensatory
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`damages, including but not limited to losses due to salary, bonuses, stock options,
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`401K match, pension, benefits tied to her expat status, and a medical lump sum
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`payable upon retirement, the specifics of which will be introduced at time of trial.
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`57. Ms. Guinn has also suffered and will continue to suffer from harm to
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`her reputation and professional career, emotional distress, and mental anguish as a
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`result of Disney’s conduct.
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`
`
`COUNT I
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`BREACH OF IMPLIED COVENANT OF GOOD FAITH &
`
`FAIR DEALING
`
`58. The above paragraphs are incorporated as though each paragraph were
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`set forth fully herein.
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`59.
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`Inherent in the employment agreement between Ms. Guinn and Disney
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`is the implied covenant of good faith and fair dealing, which is an implied promise
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`that each party would refrain from doing anything to injure the right of the other to
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`receive the benefits of the agreement.
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`60. Under the implied covenant of good faith and fair dealing, where ‘a
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`contract confers on one party a discretionary power affecting the rights of the other,
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`a duty is imposed to exercise that discretion in good faith and in accordance with
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`fair dealing.’ Sheppard v. Morgan Keegan & Co., 218 Cal. App. 3d 61, 67 (Cal. Ct.
`
`App. 1990).
`
`61. By letter dated March 28, 2022, and e-mail dated March 29, 2022,
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`Disney made a clear and unambiguous offer of employment to Ms. Guinn for the
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`position of Head of Corporate Affairs Operations. (Ex. 1).
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`62. Disney’s offer of employment included, inter alia, a substantial total
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`compensation package that included, in addition to base salary and insurance
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`EXHIBIT 1
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`20
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`Case 2:22-cv-07770-DSF-PVC Document 47-2 Filed 08/14/23 Page 12 of 31 Page ID
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`#:836
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`benefits, signing bonuses, relocation benefits, participation in annual bonus and
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`long-term incentive plans, the Disney benefits and rewards program and the like, the
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`specifics of which will be established at time of trial.
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`63. On April 1, 2022, Ms. Guinn expressly accepted, via e-mail, Disney’s
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`offer of employment. (Ex. 2).
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`64. Disney knew or should have known the position offered to Ms. Guinn
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`was not certain, as Disney was, at the very time it made the offer of employment,
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`actively addressing issues which impacted that department and its leadership,
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`including Mr. Morrell.
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`65. At no time prior to soliciting and obtaining from Ms. Guinn her
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`commitment of employment, requiring her to effectuate an early termination from
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`BP and initiating the action to return to the United States did Disney indicate that
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`her employment was conditional, uncertain, or otherwise at risk.
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`66. Ms. Guinn relied upon Disney’s representations as to the mutual
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`agreement of employment and terms in making the decision to accept Disney’s offer
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`of employment and in resigning from BP, including negotiation of BP’s required
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`notice period from six (6) to two (2) months.
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`67. Disney delayed notifying Ms. Guinn of the rescission of her
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`employment until after BP announced the termination of her employment, although
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`Disney knew or should have known prior to that time that her employment with
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`Disney was at risk.
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`68. Upon Disney’s rescission of the offer of employment, Ms. Guinn
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`sought to continue her employment with BP.
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`69.
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`In that her employment termination had already been announced and
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`the process to return her to the United States was underway, Ms. Guinn was only
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`permitted to remain in active status with BP through June 30, 2022—the end of the
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`month of her original agreed termination date.
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`EXHIBIT 1
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`21
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`Case 2:22-cv-07770-DSF-PVC Document 47-2 Filed 08/14/23 Page 13 of 31 Page ID
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`#:837
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`70.
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`In making the offer of employment to Ms. Guinn, despite knowing the
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`position might not be available and that Ms. Guinn would resign from her
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`employment with BP as a result of her acceptance of the offer of employment,
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`Disney breached the implied covenant of good faith and fair dealing.
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`71. Otherwise by its conduct, as set forth hereinabove, Disney breached the
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`implied covenant of good faith and fair dealing.
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`72. Further, Disney failed to timely notify Ms. Guinn of the rescission of
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`the offer in a manner that may have enabled her to mitigate losses.
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`73. As a direct result of Disney’s breach, Ms. Guinn has suffered and will
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`continue to suffer significant compensatory damages, including loss of income and
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`employment benefits, as well as physical harm, pain, suffering, inconvenience,
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`mental anguish, loss of enjoyment of life, and harm to reputation and career
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`opportunities.
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`WHEREFORE, for the foregoing reasons, Plaintiff Shanan Guinn, requests
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`that the Court grant the relief prayed for hereinafter.
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`
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`COUNT II
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`VIOLATION OF CAL. LABOR CODE § 970
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`74. The above paragraphs are incorporated as though each paragraph were
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`set forth fully herein.
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`75. Section 970 of the California Labor Code prohibits employers from
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`influencing or persuading an employee to relocate from one place to another for
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`work, by means of knowingly false misrepresentations regarding the kind, character,
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`or existence of such work. Cal. Labor Code § 970(a).
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`76.
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`In making the offer of employment to Ms. Guinn, Disney knowingly
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`misrepresented the existence of work with the intention of influencing her to resign
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`EXHIBIT 1
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`22
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`Case 2:22-cv-07770-DSF-PVC Document 47-2 Filed 08/14/23 Page 14 of 31 Page ID
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`#:838
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`from BP and relocate from London to California, in violation of Section 970 of the
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`California Labor Code. Cal. Labor Code § 970(a).
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`77. Ms. Guinn reasonably relied upon Disney’s representations, and as a
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`result of the same, terminated her employment with BP at significant financial and
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`opportunity loss, and relocated back to the United States.
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`78. Disney knew or should have known the position offered to Ms. Guinn
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`was at risk or might no longer exist at the time it was offered to her, as Disney
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`planned to and did eliminate Mr. Morrell’s position and possibly other roles in
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`response to the fallout over Disney’s response to HB 1557 which was occurring
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`contemporaneously with the employment negotiations.
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`79. Disney gave no indications that Ms. Guinn’s employment was tied to
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`or otherwise contingent upon Mr. Morrell’s or anyone else’s ongoing employment
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`or any changes in the structure of the department.
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`80. Ms. Guinn relied upon Disney’s representations as to the offer of and
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`terms of her employment in making the decision to accept Disney’s offer of
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`employment and in resigning from BP, including negotiation of BP’s required notice
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`period from six (6) to two (2) months.
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`81. Further, Disney failed to timely notify Ms. Guinn of the rescission of
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`the offer in a manner that may have enabled her to mitigate losses.
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`82. As a direct result of Disney’s conduct, Ms. Guinn has suffered and will
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`continue to suffer significant compensatory damages, including loss of income and
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`employment benefits, as well as physical harm, pain, suffering, inconvenience,
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`mental anguish, loss of enjoyment of life, and harm to her reputation, professional
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`standing, and career.
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`83. Ms. Guinn’s reliance on Disney’s representations was a substantial
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`factor in causing her harm.
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`EXHIBIT 1
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`23
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`Case 2:22-cv-07770-DSF-PVC Document 47-2 Filed 08/14/23 Page 15 of 31 Page ID
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`#:839
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`WHEREFORE, for the foregoing reasons, Plaintiff Shanan Guinn, requests
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`that the Court grant the relief prayed for hereinafter.
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`
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`COUNT III
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`PROMISSORY FRAUD
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`84. The above paragraphs are incorporated as though each paragraph were
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`set forth fully herein.
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`85. Promissory fraud is “[a] promise, made without any intention of
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`performing it.” Cal. Civ. Code § 1710(4).
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`86. The promises and assurances made by Disney to Ms. Guinn regarding
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`the future of her employment with Disney, were false statements of Disney’s intent
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`to hire Ms. Guinn as the Head of Corporate Affairs Operations.
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`87. Disney intentionally and/or recklessly made the promises and
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`assurances with respect to Ms. Guinn’s prospective employment without the
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`intention of keeping them.
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`88. Disney gave no indications that Ms. Guinn’s employment was tied to
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`or otherwise contingent upon Mr. Morrell’s employment.
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`89. Disney intended to induce Ms. Guinn to rely upon its promises.
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`90. Ms. Guinn was unaware of the falsity of Disney’s promises and was
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`justified in acting in reliance upon the promises.
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`91. As a direct result of Disney’s conduct, Ms. Guinn has suffered and will
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`continue to suffer significant compensatory damages, including loss of income and
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`employment benefits, as well as physical harm, pain, suffering, inconvenience,
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`mental anguish, loss of enjoyment of life, and harm to her reputation, professional
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`standing, and career.
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`
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`WHEREFORE, for the foregoing reasons, Plaintiff Shanan Guinn, requests
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`that the Court grant the relief prayed for hereinafter.
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`EXHIBIT 1
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`24
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`Case 2:22-cv-07770-DSF-PVC Document 47-2 Filed 08/14/23 Page 16 of 31 Page ID
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`#:840
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`COUNT IV
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`NEGLIGENT MISREPRESENTATION
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`92. The above paragraphs are incorporated as though each paragraph were
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`set forth fully herein.
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`93. The tort of negligent misrepresentation includes “the assertion, as a
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`fact, of that which is not true, by one who has no reasonable ground for believing it
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`to be true.” Cal. Civ. Code § 1710(2).
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`94. A company is liable for negligent misrepresentation when it makes an
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`offer of employment to fill the position, despite knowing the position will not be
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`available. Civ. Code § 1572(4).
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`95. Disney negligently misrepresented that the position of Head of
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`Corporate Affairs Operations was available for hire when it made the offer of
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`employment to Ms. Guinn despite knowing that the position might thereafter no
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`longer exist.
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`96. Even assuming Disney was unaware that its statements concerning the
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`existence and conditions of Ms. Guinn’s employment were false when made, it had
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`a duty to promptly disclose such information and/or new conditions to Ms. Guinn
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`upon learning of the same, which Disney failed to do.
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`97. Disney made untrue assertions about the availability and existence of
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`the Head of Corporate Affairs Operations position with the intention of inducing Ms.
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`Guinn to enter into the employment contract and failed to timely notify Ms. Guinn
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`of the same, in a manner that may have enabled her to mitigate losses.
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`98. The availability and existence of the Head of Corporate Affairs
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`Operations position was a material fact which was intended to induce Ms. Guinn to
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`accept the offer of employment and resign from BP.
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`99. Disney gave no indications that Ms. Guinn’s employment was tied to
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`or otherwise contingent upon Mr. Morrell’s employment.
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`EXHIBIT 1
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`25
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`Case 2:22-cv-07770-DSF-PVC Document 47-2 Filed 08/14/23 Page 17 of 31 Page ID
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`#:841
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`100. As a direct result of Disney’s conduct, Ms. Guinn has suffered and will
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`continue to suffer compensatory damages, including loss of income and employment
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`benefits.
`
`
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`WHEREFORE, for the foregoing reasons, Plaintiff Shanan Guinn, requests
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`that the Court grant the relief prayed for hereinafter.
`
`
`
`COUNT V
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`PROMISSORY ESTOPPEL
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`101. The above paragraphs are incorporated as though each paragraph were
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`set forth fully herein.
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`102. Under the doctrine of promissory estoppel, “‘a promise which the
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`promisor should reasonably expect to induce action or forbearance on the part of the
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`promisee or a third person and which does induce such action or forbearance is
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`binding if injustice can be avoided only by enforcement of the promise.’” Toscano
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`v. Greene Music, 124 Cal. App. 4th 685, 692 (Cal. Ct. App. 2004).
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`103. By letter dated March 28, 2022, and e-mail dated March 29, 2022,
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`Disney made a clear and unambiguous offer of employment to Ms. Guinn for the
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`position of Head of Corporate Affairs Operations. (Ex. 1).
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`104. Disney’s offer of employment included, inter alia, a substantial total
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`compensation package that included, in addition to base salary and insurance
`
`benefits, signing bonuses, relocation benefits, participation in annual bonus and
`
`long-term incentive plans, the Disney benefits and rewards program and the like, the
`
`specifics of which will be established at time of trial.
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`105. The terms of Ms. Guinn’s employment reflect the lengthy discussions
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`and negotiations between Disney and Ms. Guinn, during which Disney understood
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`that Ms. Guinn would be required to make significant personal and financial
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`sacrifices in order to join Disney.
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`EXHIBIT 1
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`26
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`Case 2:22-cv-07770-DSF-PVC Document 47-2 Filed 08/14/23 Page 18 of 31 Page ID
`
`#:842
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`106. On April 1, 2022, Ms. Guinn expressly accepted, via e-mail, Disney’s
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`offer of employment. (Ex. 2).
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`107. Also in the April 1, 2022 e-mail, Ms. Guinn reported to Disney and in
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`response to the express request of Disney that on April 4, 2022, she would be giving
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`her then-employer, BP, notice of her resignation and would promptly commence the
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`process to return to the United States.
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`108. Ms. Guinn relied upon Disney’s promise of employment when she gave
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`her then-employer, BP, notice of her resignation and commenced the process to
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`return to the United States.
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`109. Disney gave no indications that Ms. Guinn’s employment was tied to
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`or otherwise contingent upon Mr. Morrell’s employment or on the status of the
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`department.
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`110. At the time Disney made the offer to Ms. Guinn, it knew the position
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`was contingent upon Mr. Morrell’s employment, which was in jeopardy due to
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`Disney’s intended response to the fallout over HB 1557, yet Disney did not
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`communicate the same to Ms. Guinn.
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`111. It is both reasonable and foreseeable that Ms. Guinn would resign from
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`her employment with BP and relocate back to