Rebecca Bamberger Works, LLC et al v. Llorente & Cuenca USA, Inc. et al

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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF CALIFORNIA
REBECCA BAMBERGER WORKS,
LLC dba BAM COMMUNICATIONS, et
al.,
Plaintiffs,
v.
LLORENTE & CUENCA USA, INC., et
al.,
Defendants.
Case No.: 26-CV-884 JLS (DDL)
ORDER (1) GRANTING
DEFENDANTS’ MOTION TO
ENFORCE SETTLEMENT
AGREEMENT, (2) GRANTING
DEFENDANTS’ MOTION TO
DISMISS PLAINTIFFS’
COMPLAINT, (3) DENYING AS
MOOT PLAINTIFFS’ MOTION FOR
TEMPORARY RESTRAINING
ORDER, (4) LIFTING
ADMINISTRATIVE STAY, AND (5)
DENYING PLAINTIFFS’ EX PARTE
APPLICATION FOR STAY ON
JUDGMENT AND COLLECTIONS
ENFORCEMENT
(ECF Nos. 6, 7, 27, 29, 41)
Presently before the Court are Defendants’ (collectively, “LLYC”) Motion to
Enforce Settlement Agreement (“MTE,” ECF No. 29) and Motion to Dismiss (ECF No.
27). 	Also before the Court are Plaintiffs’ (collectively, “BAM”) Motion for Temporary
Restraining Order (“TRO,” ECF No. 6) and Ex Parte Application for Stay on Judgment
and Collections Enforcement (ECF No. 41). Having carefully considered the law and the
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arguments of the Parties, the Court GRANTS LLYC’s Motions and DENIES Plaintiffs
Motion and Application.
BACKGROUND
The original dispute before the Court arose out of a 2023 sale of a public relations
and marketing firm (the “Company”) to LLYC. ECF No. 1 (“Compl.”) ¶ 13. That matter,
Rebecca Bamberger Works, LLC, et al. v. Bamberger, et al., 24-CV-706-JLS-DDL (the
“Related Matter”), settled on December 31, 2024. 	Id. 	Pursuant to the terms of the
Settlement Agreement and Mutual General Release (“SAMGR,” MTE, Ex. A) and
Membership Interest Purchase and Settlement Agreement (“MIPSA,” ECF No. 31-1)
(collectively, 	“Settlement 	Agreement”), 	RBW 	Holdco, 	Inc. 	was 	to 	repurchase 	the
Company from LLYC for $9,000,000 and return all Company assets in exchange for
dismissing the suit with prejudice. Compl. ¶ 14. BAM made a $2,500,000 down payment
towards that amount, but alleged that LLYC failed to return the Company’s business assets
which were provided in the original sale, including (1) an electronic link to a Google Drive
holding ten years of customer lists, contact information, work product, trade secrets, notes,
and other documents; and (2) administrative access to the Company’s website domains and
email addresses (the “Business Assets”). Id. ¶ 15. BAM alleges that without these, it has
been unsuccessful in conducting its business, leading to a multi-million-dollar loss for
2025. Id. BAM further argues that LLYC’s failure breached the implied covenant of good
faith and fair dealing and materially breached the Settlement Agreement, thus excusing
BAM from further performance under the Agreement. Id. ¶¶ 21–25.
On December 8, 2025, LLYC “recorded a Notice of Default and Election to Sell
Under Deed of Trust (DOC# 2025-0345506), related to Plaintiffs’ Property that was
security for the Repurchase.” 	Id. ¶ 27. 	BAM filed its TRO Motion to prevent this
foreclosure sale. 	See generally TRO. In lieu of ruling on BAM’s TRO, the Court issued
an administrative stay barring LLYC from proceeding with the nonjudicial foreclosure of
BAM’s properties. 	ECF No. 7. 	LLYC subsequently filed its Motion to Dismiss and
Motion to Enforce Settlement Agreement. ECF Nos. 27, 29. After holding a hearing on
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these motions, the Court requested supplemental briefing on (1) whether there can be an
implied term in an integrated settlement agreement, and (2) whether an evidentiary hearing
is necessary to resolve a dispute about the Settlement Agreement’s terms. 	ECF No. 36.
BAM then filed its Ex Parte Application asking the Court to issue a stay in the event that
LLYC’s Motion to Enforce is granted. ECF No. 41.
DISCUSSION
LLYC argues that, because the Settlement Agreement was executed by both Parties
and is completely integrated, it is enforceable. MTE at 8–9. As BAM has stopped making
payments on the $6.5 million still owed under the Settlement Agreement, LLYC contends
that BAM has breached the Agreement. Id. at 9. BAM counters that LLYC breached the
Settlement Agreement by failing to return the Business Assets. ECF No. 30 (“Opp’n”) at
5. 	Because this breach was material, BAM argues that it is excused from making the
remaining payments. Id.
There is no question that BAM has failed to make payments on the balance of the
amount owed under the Agreement. 	See generally MTE; Opp’n. 	The only question is
whether BAM is excused from performance as a result of LLYC’s alleged breach. 	The
Court sides with LLYC.
As discussed above, two items make up the Business Assets: (1) a Google Drive and
(2) access to the Company website. 	It is undisputed that LLYC had an express duty to
return access to the company website. See generally MTE; Opp’n; see also MIPSA Section
2.2 (“[LLYC] shall deliver . . . to [BAM]. . . (b) all documentation and instruments
reasonably necessary to ensure that the Company has full ownership and control of the
Website”). 	It is also undisputed that LLYC had no express obligation to turn over the
Google Drive to BAM. See generally MTE; Opp’n. Rather, BAM contends that this duty
was implied under the Settlement Agreement. Opp’n at 8. LLYC challenged this position,
see generally ECF No. 33 (“Reply”), and as a result, the Court ordered supplemental
briefing on whether an evidentiary hearing is required. The Court finds that it is not.
/ / /
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I. 	No Evidentiary Hearing is Necessary Because the Terms of the Settlement
Agreement Cannot be Disputed
“Where material facts concerning the existence or terms of an agreement to settle
are in dispute, the parties must be allowed an evidentiary hearing.” 	Callie v. Near, 829
F.2d 888, 890 (9th Cir. 1987). 	No evidentiary hearing is required, however, where the
enforceability of the contract turns upon objective factors and no party disputes the
evidence presented. 	Trs. of the Operating Eng’rs Pension Tr. v. Smith-Emery Co., No.
209CV01476CASAJWX, 2017 WL 275599, at *8 (C.D. Cal. Jan. 19) (citing Calcor Space
Facility, Inc. v. McDonnell Douglas Corp., 5 F. App’x 787, 789 (9th Cir. 2001)).
As a threshold matter, both parties agree that no evidentiary hearing is necessary.1
See ECF No. 37 (“Def. Supp. Br.”); ECF No 38 (“Pl. Supp. Br.”); see also Schrader v.
Wynn Las Vegas, LLC, No. 2:19-cv-02159-JCM-BNW, 2020 WL 8513790, at *2 (D. Nev.
Dec. 9, 2020) (“The Court cannot manufacture arguments for litigants; arguments that are
not developed are waived.”) (citing Indep. Towers of Washington v. Washington, 350 F.3d
925, 929 (9th Cir. 2003)). 	Despite this apparent consensus, BAM insists that the Court
should imply a term into the Settlement Agreement: that LLYC was required to return the
Google Drive to BAM. Pl. Supp. Br. at 5–12. BAM makes three arguments in support of
this position—all three are without merit.
A. 	The Agreement is Completely Integrated
BAM first argues that, because the Settlement Agreement is an incomplete
integration, “the circumstances justify” implying the Google Drive term. Id. at 5–6. This
is incorrect.2
1 The Parties dispute whether one of the Business Assets (the Company’s website) was returned. See
MTE; Opp’n. But this disagreement does not affect the completeness or enforceability of the Settlement
Agreement. It only concerns whether the Parties performed under the Settlement Agreement.
2 Although the Settlement Agreement is made up of two separate documents, LLYC argues that multiple
documents can constitute a fully integrated agreement under California law. Def. Supp. Br. at 6 (citing
Cariaga v. Loc. No. 1184 Laborers Int’l Union of N. Am., 154 F.3d 1072, 1074 (9th Cir. 1998)). BAM
does not challenge this assertion, see generally Pl. Supp. Br., and the Court finds no reason to hold
otherwise.
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The question of whether an agreement is integrated is one of law and is thus decided
by the Court. Alling v. Universal Mfg. Corp., 5 Cal. App. 4th 1412, 1434 (1992). “When
the parties to an agreement incorporate the complete and final terms of the agreement in a
writing, such an integration in fact becomes the complete and final contract between the
parties.” Hayter Trucking, Inc. v. Shell W. E&P, Inc., 18 Cal. App. 4th 1, 14 (1993). And
when an agreement is fully integrated, courts ordinarily will not imply terms into it. Nelson
v. Equifax Info. Servs., LLC, 522 F. Supp. 2d 1222, 1230 (C.D. Cal. 2007) (citing Sicor
Ltd. v. Cetus Corp., 51 F.3d 848, 859 (9th Cir. 1995)). Here, the Settlement Agreement is
unmistakably a complete integration. 	The Agreement states that it “is intended by the
Parties as the final and complete expression of their agreement and understanding with
respect to its subject matter.” SAMGR ¶ 20; see also MIPSA Section 7.6 (“This Agreement
(including the schedules and exhibits hereto) and the other Transaction Agreements
represent the entire understanding and agreement between the Parties.”). The Agreement
further articulates that it “constitutes the complete agreement between the Parties and
supersedes all prior or contemporaneous agreements or representations, written or oral,
concerning the subject matter of this Agreement.” SAMGR ¶ 20. Because the Settlement
Agreement is fully integrated, the Court “must not add a term to a contract about which the
agreement is silent.” 	Arriagarazo v. BMW of N. Am., LLC, 64 Cal. App. 5th 742, 748
(2021)
BAM maintains that the Settlement Agreement was not intended to be a complete
integration because it is “silent on the subject matter of the implied terms.” Pl. Supp. Br.
at 6. 	But this reasoning is entirely circular—an implied term is by definition silent. 	If
BAM had its way, a party could wiggle its way out of any completely integrated agreement
by conjuring up some “implied term” that was absent from the agreement. 	When an
agreement is fully integrated, a court “does not have the power to . . . insert in the contract
language which one of the parties now wishes were there.” 	Levi Strauss & Co. v. Aetna
Cas. & Sur. Co., 184 Cal. App. 3d 1479, 1487 (1986).
/ / /
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BAM then cites Sicor for the proposition that the existence of an integration clause
is “but one factor in the integration analysis.” Pl. Supp. Br. at 5 (citing Sicor, 51 F.3d at
859). 	But Sicor is inapposite. 	There, the parties had an oral agreement that was
contemporaneous to their written agreement. 	Sicor, 51 F.3d at 858. The court explained
that typically, an integrated written contract precludes consideration of additional terms.
Id. at 859. 	But under California law, such consideration is not barred when the written
agreement is “‘either incomplete or silent on the subject, and the circumstances justify an
inference that it was not intended to constitute a final inclusive statement of the
transaction.’” Id. (citing Ellis v. Klaff, 96 Cal. App. 2d 471, 476 (1950)). In this situation,
courts should analyze three factors in determining whether to consider the oral agreement:
(1) the completeness of the written contract, (2) the terms of the oral agreement and whether
they contradict the writing, and (3) whether the oral agreement can naturally be made as a
separate agreement. 	Id. (citing McLain v. Great Am. Ins. Cos., 208 Cal. App. 3d 1476,
1484 (1989)).
Here, however, neither party alleges that there was a contemporaneous oral
agreement, so the three-factor test proffered by Sicor and McLain is inapplicable. 	And
there is every indication that the Settlement Agreement was “intended to constitute a final
inclusive statement” of the contract. Sicor, 51 F.3d at 858. BAM’s conclusory statement
that the “circumstances justify” the opposite inference is insufficient to overcome this
finding. Pl. Supp. Br. at 6.
B. 	The Implied Covenant of Good Faith and Fair Dealing is Inapplicable
BAM next argues that the implied covenant of good faith and fair dealing supplied
LLYC with a duty to return the Google Drive. 	Opp’n at 6. 	This argument has no place
here.
The covenant of good faith and fair dealing is “implied by law in every contract.”
Guz v. Bechtel Nat. Inc., 24 Cal. 4th 317, 349 (2000). The covenant prevents a party from
“unfairly frustrating the other party's right to receive the benefits of the agreement actually
made.” 	Id. 	As a result, it “cannot impose substantive duties or limits on the contracting
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parties beyond those incorporated in the specific terms of their agreement.” 	Id. 	Put
differently, the covenant “is limited to assuring compliance with the express terms of the
contract, and cannot be extended to create obligations not contemplated in the contract.”
Racine & Laramie, Ltd. v. Dep’t. of Parks & Recreation, 11 Cal. App. 4th 1026, 1032
(1992).
Here, BAM claims that LLYC’s failure to turn over the Google Drive “prevented
Plaintiffs from receiving the benefits of the agreements.” 	Pl. Supp. Br. at 8. 	But the
Settlement Agreement imposed no duty on LLYC to do so. 	So BAM is trying to
manufacture an “obligation[] not contemplated in the contract.” 	Racine & Laramie, 11
Cal. App. 4th at 1032. BAM’s reliance on In re Sony is thus misplaced. Pl. Supp. Br. at 7
(citing In re Sony Gaming Networks & Customer Data Sec. Breach Litig., 996 F. Supp. 2d
942 (S.D Cal. 2014)). There, the parties entered into a settlement agreement that required
them to negotiate attorneys’ fees. 	Id. at 1012. 	The court denied a motion to dismiss a
breach of the implied covenant claim where the plaintiff alleged that the defendant failed
to negotiate in good faith. 	Id. 	Contrary to the situation this case, the implied covenant
claim there could be directly tied to an express duty under the agreement: the duty to
negotiate.
C. 	Parol Evidence is Improper
BAM’s final effort to imply the Google Drive term into the Settlement Agreement
comes in the form of parol evidence. BAM argues that extrinsic evidence can be used to
supplement the Settlement Agreement because its terms are ambiguous. Pl. Supp. Br. at
9. Specifically, BAM contends that the Parties’ course of dealing and performance show
that LLYC had a duty to hand over the Google Drive. Id. at 10. This effort comes up short.
The parol evidence rule “generally prohibits the introduction of any extrinsic
evidence, whether oral or written, to vary, alter or add to the terms of an integrated written
instrument.” 	Alling v. Universal Mfg. Corp. 5 Cal. App. 4th 1412, 1433 (1992). 	Under
California law, analysis of the rule’s application proceeds in two parts: (1) whether the
agreement is a complete integration, and (2) whether the agreement is “susceptible of the
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meaning contended for by the party offering the evidence.” Gerdlund v. Elec. Dispensers
Int'l, 190 Cal. App. 3d 263, 270 (1987) (citing Masterson v. Sine, 68 Cal. 2d 222 (1968)).
If an agreement is completely integrated, “parol evidence of terms not specifically included
in the written contract is not admissible.” 	Brinderson-Newberg Joint Venture v. Pac.
Erectors, Inc., 971 F.2d 272, 277 (9th Cir. 1992). But California provides an exception to
this rule when explaining the meaning of an express term. Id.
Here, as explained above, the Settlement Agreement is certainly a complete
integration. 	And because mention of the Google Drive is nowhere to be found in the
Settlement Agreement, BAM is trying to introduce evidence of a term “not specifically
included” in that Agreement. 	Brinderson-Newberg Joint Venture, 971 F.2d at 277.
Sensing this problem, BAM attempts to utilize the exception to the parol evidence rule,
arguing that the Settlement Agreement is ambiguous. Pl. Supp. Br. at 9. This argument
amounts to a single sentence in BAM’s brief: “The Settlement Agreement's express terms
are ambiguous or incomplete on the subject at issue, permitting the Court to consider
extrinsic evidence to interpret the Settlement Agreement's meaning.” 	Id. 	This bald
assertion fails to point to what part of the Settlement Agreement is ambiguous and offers
no explanation for why it is ambiguous.
BAM’s course-of-dealing argument fares no better. It too fails to identify an express
term that needs an explanation. 	See id. at 10–12. 	Although BAM highlights that the
Google Drive was transferred to LLYC in the underlying sale, adding this term to the
Settlement Agreement would construct a new term, not explain an existing one.
In light of the forgoing, the Court finds that LLYC had no duty to turn over the
Google Drive to BAM. As a result, BAM cannot base any of the claims in its Complaint
on LLYC’s failure to do so. Nor can it excuse its failure to perform under the Settlement
Agreement on these grounds.
II. 	The Settlement Agreement is Enforceable
A district court has the inherent power to enforce a settlement agreement entered
into while the litigation is pending before it. In re City of Equities Anaheim, Ltd., 22 F.3d
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954, 957 (9th Cir. 1994). 	To be enforced, a settlement agreement must meet two
requirements: (1) the agreement must be complete and (2) both parties must have agreed
to its terms. 	Bryant v. Amtrak, No. 08CV458-WQH-RBB, 2011 WL 291233, at *3 (S.D.
Cal. Jan. 26, 2011) (first citing Maynard v. City of San Jose, 37 F.3d 1396, 1401 (9th
Cir.1994), then citing Harrop v. W. Airlines, Inc., 550 F.2d 1143, 1144–45 (9th Cir.1977)).
The construction and enforcement of settlement agreements are generally governed by
applicable state contract law. 	United Com. Ins. Serv., Inc. v. Paymaster Corp., 962 F.2d
853, 856 (9th Cir. 1992). In this case, the Parties do not dispute that California law applies.
See generally MTE; Opp’n; Reply.
Under California law, the primary goal of contract interpretation is to give effect to
the mutual intention of the parties. See Bank of the W. v. Super. Ct., 2 Cal. 4th 1254, 1264
(1992). 	“[T]he mutual intention of the contracting parties at the time the contract was
formed governs. 	[Courts] ascertain that intention solely from the written contract if
possible, but also consider the circumstances under which the contract was made and the
matter to which it relates.” 	Emps. Reinsurance Co. v. Super. Ct., 161 Cal. App. 4th 906,
919 (2008). “[The court] consider[s] the contract as a whole and interpret[s] the language
in context, rather than interpret[ing] a provision in isolation.” Id.
Here, there appears to be no dispute as to whether the two requirements of
enforceability are met. 	See generally MTE; Opp’n. 	And because BAM has clearly
breached its duties under the Settlement Agreement, the only argument left standing is that
LLYC materially breached the Agreement by failing to deliver the second Business
Asset—access to the Company website3—thus excusing BAM’s performance. The Court
finds no excuse here.
/ / /
3 The MIPSA mentions only one website. See MIPSA Section 8.1 (“‘Website’ means the website
located at www.bamtheagency.com . . . .” However, BAM now argues in its Supplemental Brief that
LLYC was also required to turn over the website located at www.bamcommunications.biz. Pl. Supp.
Br. at 2.
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At issue is MIPSA Section 2.2, which states that “[LLYC] shall deliver . . . to [BAM]
. . . (b) all documentation and instruments reasonably necessary to ensure that the Company
has full ownership and control of the Website.” BAM claims that LLYC did not uphold
this duty because BAM has not been able to log in to the administrative portal for the
website. 	See Opp’n, Declaration of Rebecca Bamberger (“[W]hen I attempt to log in to
the administrative portal for the Domains, it states I am not allowed.”). But this does not
show that LLYC failed to turn over the website. Indeed, LLYC’s exhibits tell a different
story. See Reply Ex. 1 (Declaration of Sandra Ramirea Loe) (“LLYC . . . confirmed with
prior counsel for [BAM] . . . that control of BAM’s website domain had been transferred
to [BAM].”); id. (“[U]pon looking up BAM’s website domain <http://bamtheagency.com>
I 	discovered 	that 	the 	URL 	is 	now 	automatically 	redirected 	to 	the 	website
<https://bambybig.agency>, the new operating business through Defendant BAM by BIG
LLC.”); id. (“BAM’s website is active and shows the company held events through 2025
and has event plans throughout 2026.”); see also The Related Matter, ECF No. 139-2
(screenshots of <https://bambybig.agency> from February 13, 2026, showing that the
website is up and running).
Although it appears that control over the website has been delivered to BAM, the
Court needs not make that finding here. 	Even if LLYC failed to hand over the website,
BAM’s argument would still fail because BAM neglects to explain why this breach is
material. A material breach discharges the other party from its duty to perform. Brown v.
Grimes, 192 Cal. App. 4th 265, 277 (2011). 	“Whether a partial breach of a contract is
material depends on the importance or seriousness thereof and the probability of the injured
party getting substantial performance.” 	Id. at 278 (citation omitted). 	But BAM merely
states 	that 	the 	return 	was 	material 	to 	the 	Settlement 	Agreement 	“considering 	its
“importance or seriousness.’” Opp’n at 7 (quoting Brown, 192 Cal. App. 4th at 277–278).
This threadbare allegation is inadequate to establish materiality.
/ / /
/ / /
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III. 	The Court Enters Consent Judgment
Under the Settlement Agreement, the Parties agreed that the Court would enter
Consent Judgment upon BAM’s breach of the Agreement. 	See 	SAMGR ¶ 13(a);
Attachment A. Under this Judgment, LLYC is entitled to $10,600,000 plus interest, less
any principal paid as of the time of the breach, along with attorneys’ fees, expenses, and
costs incurred in enforcing the Settlement Agreement. 	Id. 	As discussed above, BAM
clearly breached the Settlement Agreement. And because that breach is not excused, the
Court has the power to enter consent judgment.
“A consent decree is ‘essentially a settlement agreement subject to continued judicial
policing.’” United States v. Oregon, 913 F.2d 576, 580 (9th Cir. 1990) (quoting Williams
v. Vukovich, 720 F.2d 909, 920 (6th Cir. 1983)). “It is not a decision on the merits or the
achievement of the optimal outcome for all parties, but is the product of negotiation and
compromise.” 	Oregon, 913 F.2d at 580. 	“Before approving a consent decree, a district
court must be satisfied that it is at least fundamentally fair, adequate and reasonable.” Id.
“In applying the ‘fair, adequate and reasonable’ standard, courts examine both procedural
and substantive fairness.” United States v. Pac. Gas & Elec., 776 F. Supp. 2d 1007, 1024–
25 (N.D. Cal. 2011) (citing United States v. Cannons Eng’g Corp., 899 F.2d 79, 86 (1st
Cir. 1990)). “In addition, because it is a form of judgment, a consent decree must conform
to applicable laws.” Oregon, 913 F.2d at 580. When reviewing a consent decree, a court
must independently review its terms and avoid “rubber stamp approval.” See United States
v. Montrose Chem. Corp. of Cal., 50 F.3d 741, 747 (9th Cir. 1995). 	The approval of a
proposed consent decree rests within the sound discretion of the court. 	See Oregon, 913
F.2d at 580.
A. 	Procedural Fairness
The Court first considers whether the proposed Consent Judgment is the “product of
a procedurally fair process.” Montrose Chemical, 50 F.3d at 746. “To measure procedural
fairness, a court should ordinarily look to the negotiation process and attempt to gauge its
candor, openness, and bargaining balance.” 	Cannons, 899 F.2d at 86; San Diego Unified
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Port Dist. v. Gen. Dynamics Corp., No. 07-CV-01955-BAS-WVG, 2017 WL 2655285, at
*7 (S.D. Cal. June 20, 2017). “The district court’s role in reviewing the essentially private
agreement among the parties is ‘limited to the extent necessary to reach a reasoned
judgment that the agreement is not the product of fraud or overreaching by, or collusion
between, the negotiating parties.’” 	Oregon, 913 F.2d at 586 (quoting Officers for Just. v.
Civ. Serv. Comm’n of City & Cnty. of San Francisco, 688 F.2d 615, 625 (9th Cir. 1982)).
Here, there is nothing in the record to suggest that the Consent Judgment resulted
from anything other than “good faith, arms-length negotiations.” Oregon, 913 F.2d at 581.
The Judgment is the result of extensive negotiations conducted by experienced counsel.
See Ecological Rts. Found. v. San Diego Gas & Elec. Co., No. 24-CV-1614-RSH-MMP,
2024 WL 4495530, at *3 (S.D. Cal. Oct. 15, 2024).
B. 	Subtantive Fairness and Reasonableness
Next, the Court considers whether the proposed Consent Judgment is “substantively
fair to the parties in light of a reasonable reading of the facts.” 	Montrose Chemical, 50
F.3d at 746. 	“Substantive fairness introduces into the equation concepts of corrective
justice and accountability: a party should bear the cost of the harm for which it is legally
responsible.” Cannons, 899 F.2d at 87. The relevant standard is not whether the settlement
“is one which the court itself might have fashioned, or considers as ideal[.]” 	Id. at 84.
“Rather, the court’s approval is nothing more than ‘an amalgam of delicate balancing, gross
approximations and rough justice.” 	Oregon, 913 F.2d at 581 (quoting Officers for Just.,
688 F.2d at 625).
Once again, there is nothing that indicates the Consent Judgment is unfair or
unreasonable. 	The original sale of the Company was for just under $10.6 million,
demonstrating that the $10.6 million judgment entered here is reasonable. 	See SAMGR,
Recitals. 	And given the time and expense LLYC was forced to incur in enforcing the
Settlement Agreement, the Court finds the attorneys’ fees and costs provision fair.
/ / /
/ / /
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The Court therefore finds that entering consent judgment is proper. LLYC, however,
has not filed a declaration in support of its request for attorneys’ fees and costs. 	Thus,
LLYC SHALL FILE a declaration in support of this request.
IV. 	BAM’s Application for Stay is Denied
BAM, “in the abundance of caution,” applies for entry of a 30-day stay on judgment
and collections enforcement in the event that the Court rules against it. 	ECF No. 41.
However, BAM fails to adequately explain why filing a notice of appeal, which
automatically stays the judgment, is insufficient. Nor does BAM adequately explain why
the Application was appropriately filed ex parte. See Firearms Pol’y Coal., Inc. v. City of
San Diego, No. 23CV400-LL-VET, 2024 WL 5339374, at *1 (S.D. Cal. Feb. 8, 2024)
(denying ex parte application because applicant failed to show that the use of an ex parte
procedure was justified). Accordingly, BAM’s Application is denied.
CONCLUSION
LLYC’s Motion to Enforce Settlement (ECF No. 29) is GRANTED. The Proposed
Consent Judgment attached to this Order as Attachment A is ENTERED. LLYC SHALL
FILE a declaration in support of its request for attorneys’ fees and costs on or before
October 20, 2026. BAM may respond to this declaration on or before November 3, 2026.
Because BAM’s Complaint is based on issues identical to those addressed in the Motion
to Enforce, the Complaint cannot survive. Thus, LLYC’s Motion to Dismiss (ECF No. 27)
is GRANTED, BAM’s Motion for Temporary Restraining Order (ECF No. 6) is DENIED
AS MOOT, and the Administrative Stay (ECF No. 7) is LIFTED. 	BAM’s Application
for Stay (ECF No. 41) is also DENIED. As this concludes the litigation in this matter, the
Clerk SHALL CLOSE the file.
IT IS SO ORDERED.
Dated: October 8, 2026
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