`
`
`Christopher Keegan (SBN 232045)
`Anna Terteryan (SBN 300368)
`KIRKLAND & ELLIS LLP
`555 California Street
`San Francisco, California 94104
`Telephone: (415) 439-1400
`Facsimile: (415) 439-1500
`Email: chris.keegan@kirkland.com
`Email: anna.terteryan@kirkland.com
`
`John Hartmann (pro hac vice motion pending)
`KIRKLAND & ELLIS LLP
`300 North LaSalle
`Chicago, Illinois 60654
`Telephone: (312) 862-2000
`Facsimile: (312) 862-2200
`Email: jhartmann@kirkland.com
`
`Attorneys for Defendant
`Deloitte Consulting LLP, erroneously
`sued as “Deloitte Consulting LLP,
`a Delaware limited liability company”
`
`
`ELECTRONICALLY
`F I L E D
`
`Superior Court of California,
`County of San Francisco
`06/13/2022
`Clerk of the Court
`BY: EDNALEEN ALEGRE
`Deputy Clerk
`
`SUPERIOR COURT OF THE STATE OF CALIFORNIA
`COUNTY OF SAN FRANCISCO
`UNLIMITED JURISDICTION
`Case No. CGC-22-598715
`VIMO, INC., d/b/a GETINSURED, a
`
`Delaware corporation;
`DEFENDANT DELOITTE
`
`CONSULTING LLP’S,
`Plaintiff,
`ERRONEOUSLY SUED AS
`“DELOITTE CONSULTING LLP, A
`DELAWARE LIMITED LIABILITY
`COMPANY,” NOTICE OF
`DEMURRER AND DEMURRER
`
`Hearing Date: 07/18/2022
`Time: 9:30 a.m.
`
`Department: 302
`Judge: Hon. Richard B. Ulmer Jr.
`Complaint Filed: May 10, 2022
`
`
`v.
`
`DELOITTE CONSULTING LLP, a
`Delaware limited liability company, and
`DOES 1-25 inclusive,
`
`Defendant.
`
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`))))))))))))))))
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`NOTICE OF DEMURRER AND DEMURRER
`
`
`
`
`
`
`NOTICE OF DEMURRER
`TO ALL PARTIES AND THEIR COUNSEL OF RECORD:
`PLEASE TAKE NOTICE THAT on July 18, 2022, at 9:30 a.m., or as soon thereafter as the
`matter may be heard, in Department 302 of the Superior Court of the State of California, County of San
`Francisco, located at 400 McAllister Street, San Francisco, CA, Defendant Deloitte Consulting LLP,
`erroneously sued as “Deloitte Consulting LLP, a Delaware limited liability company,” (“Deloitte”), will
`and hereby does bring for hearing this demurrer (the “Demurrer”).
`The Demurrer is made by Defendant pursuant to California Code of Civil Procedure § 430.10 et
`seq. and California law, and it is based on the grounds that counts two and four of Plaintiff’s First
`Amended Complaint (the “Complaint”) do not state a claim as a matter of law.
`The Demurrer is based on this Notice of Demurrer and Demurrer; the Memorandum of Points
`and Authorities in Support of Defendant Deloitte Consulting LLP’s, erroneously sued as “Deloitte
`Consulting LLP, A Delaware Limited Liability Company,” Demurrer; the Declaration of Christopher
`Keegan in support of Defendant Deloitte Consulting LLP’s, erroneously sued as “Deloitte Consulting
`LLP, A Delaware Limited Liability Company,” Demurrer; all documents and records on file herein; any
`further evidence or arguments that may be presented at or before the hearing on this matter; and any and
`all matters of which judicial notice can be taken.
`
`
`
`
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`
`2
`NOTICE OF DEMURRER AND DEMURRER
`
`
`
`Respectfully submitted,
`KIRKLAND & ELLIS LLP
`
`
`/s/ Christopher Keegan
`Christopher Keegan (SBN 232045)
`Anna Terteryan (SBN 300368)
`KIRKLAND & ELLIS LLP
`555 California Street
`San Francisco, California 94104
`Telephone: (415) 439-1400
`Facsimile: (415) 439-1500
`Email: chris.keegan@kirkland.com
`Email: anna.terteryan@kirkland.com
`
`John Hartmann (pro hac vice motion pending)
`KIRKLAND & ELLIS LLP
`300 North LaSalle
`Chicago, Illinois 60654
`Telephone: (312) 862-2000
`Facsimile: (312) 862-2200
`Email: jhartmann@kirkland.com
`
`Attorneys for Defendant Deloitte Consulting
`LLP, erroneously sued as “Deloitte Consulting
`LLP, a Delaware limited liability company”
`
`
`3
`NOTICE OF DEMURRER AND DEMURRER
`
`
`DATED: June 13, 2022
`
`
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`
`DEMURRER TO THE COMPLAINT
`Pursuant to California Code of Civil Procedure § 430.10, Defendant Deloitte Consulting LLP,
`
`erroneously sued as “Deloitte Consulting LLP, a Delaware limited liability company,” (“Deloitte”),
`hereby demurs to two of the causes of action in the Complaint on the following grounds:
`
`DEMURRER TO THE SECOND CAUSE OF ACTION
`1.
`Plaintiff’s claim for breach of the implied covenant of good faith and fair dealing fails to
`state a claim as a matter of law because the claim is impermissibly duplicative of Plaintiff’s breach-of-
`contract claim and alleges wrongdoing governed by express contractual provisions. Plaintiff’s
`allegations are also not supported by well pled facts. Finally, Plaintiff’s claim that Deloitte breached the
`implied covenant by disagreeing with GetInsured’s interpretation of Section 6 of the parties’ agreement
`is insufficient as a matter of law because disagreement on contract terms cannot form the basis of an
`implied covenant claim.
`
`DEMURRER TO THE FOURTH CAUSE OF ACTION
`1.
`Plaintiff’s claim for breach of the implied covenant of good faith and fair dealing fails to
`state a claim as a matter of law because the claim is impermissibly duplicative of Plaintiff’s breach-of-
`contract claim and alleges wrongdoing governed by express contractual provisions. Plaintiff’s
`allegations are also not supported by well pled facts. Finally, Plaintiff’s claim that Deloitte breached the
`implied covenant by disagreeing with GetInsured’s interpretation of Section 6 of the parties’ agreement
`is insufficient as a matter of law because disagreement on contract terms cannot form the basis of an
`implied covenant claim.
`
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`20
`21
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`24
`25
`26
`27
`28
`
`4
`NOTICE OF DEMURRER AND DEMURRER
`
`
`
`
`DATED: June 13, 2022
`
`
`
`Respectfully submitted,
`KIRKLAND & ELLIS LLP
`
`
`/s/ Christopher Keegan
`Christopher Keegan (SBN 232045)
`Anna Terteryan (SBN 300368)
`KIRKLAND & ELLIS LLP
`555 California Street
`San Francisco, California 94104
`Telephone: (415) 439-1400
`Facsimile: (415) 439-1500
`Email: chris.keegan@kirkland.com
`Email: anna.terteryan@kirkland.com
`
`John Hartmann (pro hac vice motion pending)
`KIRKLAND & ELLIS LLP
`300 North LaSalle
`Chicago, Illinois 60654
`Telephone: (312) 862-2000
`Facsimile: (312) 862-2200
`Email: jhartmann@kirkland.com
`
`Attorneys for Defendant Deloitte Consulting
`LLP, erroneously sued as “Deloitte Consulting
`LLP, a Delaware limited liability company”
`
`
`
`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
`
`5
`NOTICE OF DEMURRER AND DEMURRER
`
`
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