Gerritsen v. Warner Bros. Entertainment Inc. (112 F. Supp. 3d 1011, 2015)

ORDER GRANTING DEFENDANTS’ MOTION TO DISMISS

MARGARET M. MORROW, District Judge.

On April 29, 2014, Terry T. Gerritsen filed this action against Katja Motion Picture Corporation (“Katja”), New Line Productions, Inc. (“New Line”), and Warner Bros. Entertainment, Inc. (“WB”) (collectively, “defendants”). On June 20, 2014, defendants filed a motion to dismiss Ger-ritsen’s complaint under Rule 12(b)(6) of the Federal Rules of Civil Procedure. Gerritsen opposes the motion, and objects to a declaration submitted by defense counsel and the exhibits attached thereto. Defendants filed a response to Gerritseris objection on September 15, 2014. On September 8, 2014, Gerritsen filed two separate requests for judicial notice, which in combination seek to have the court judicially notice 48 exhibits. Defendants opposed the requests on Séptember 15, 2014.

On September 26, 2014, the court took defendants’ motion to dismiss under submission pursuant to Rule 78 of the Federal Rules of Civil Procedure and Local Rule 7-15. For the reasons that follow, the court gránts the motion.

I. FACTUAL BACKGROUND

Gerritsen is an international best-selling, award-winning author whose novels have frequently appeared on the New York Times Best Seller list. WB is in the business of developing, producing, distributing, and marketing motion pictures, including the 2013 film- Gravity (the “Film”). In 1999, Gerritsen completed a novel titled Gravity (the “Book”), which was published by Simon and Schuster in September of that year. Gerritsen alleges that the Book, set in orbital space, features a female doctor/astronaut who is stranded aloné aboard a space station after a series of disastérs kill the rest of the crew; the book details her struggle to survive, Gerritsen asserts she did extensive research prior to and while writing the Book to ensure that her .depiction of NASA technology, was realistic. Based on a manuscript it say/ before the Book was published, Katja entered into a written contract (the “contract”) with Gerrit-sen on March 18,1999, to purchase motion picture rights to the Book, as well as “any and all versions thereof.” The contract provided that Katja would pay Gerritsen $1,000,000 in exchange for these rights. It further provided that, if a motion picture based on the Book were produced, Katja would pay Gerritsen (1) a $500,000 production bonus and (2) contingent compensation-in the amount, of 2.5% of the defined net proceeds of the motion picture. It also agreed to give her (3) onscreen- credit and credit in paid advertisements that read “Based on . the book by Terri Gerritsen.” New Line executed and delivered a continuing guaranty, guaranteeing “full and faithful performance” by Katja of its obligations under the contract. Gerritsen alleges on information and belief that, at the time the contract was signed, Katja was a wholly-owned subsidiary of New Line, and was a shell entity that was completely dominated and controlled by New Line. She asserts that Katja regularly used New Line to acquire literary material it could use to produce viable motion picture screenplays. 'She contends, on information and belief, that after a screenplay was written and produced, Katja assigned rights in the work to New Line or another. entity controlled by New Line; this entity ultimately produced and distributed the film. For this reason, she alleges, the parties understood and intended at the time of contracting that, if a. motion picture were to be produced based on the Book, Katja would assign its rights to New Line or an entity controlled by New Line.

Following its acquisition of the motion picture rights to the Book, Katja sought to develop a film with New Line and Artists Production Group (“APG”). Gerritsen asserts that while a screenplay is being written, a director is often “attached” to the project to supervise screenplay creation; this individual has access to. the literary work upon which the screenplay is to be based. She contends, on information and belief, that writer and director Alfonso Cuarón was attached to the project of writing a screenplay based -on the Book. Gerritsen was purportedly not told that Katja had attached Cuarón to the project. To assist with the writing of the screenplay, Gerritsen wrote ’additional scenes in which satellite debris collided with the International Space Station, leaving the female doctor/astronaut drifting in a space suit searching for ways to return to Earth. Under terms of the contract, Katja owned this additional written work.

Gerritsen alleges on information and belief that, sometime after 2002, Cuarón and his son Jonas Cuarón, -wrote a screenplay titled Gravity (the “Cuarón Gravity Project”), which featured the same characters and storyline as the Book and Gerritsen’s additions thereto. In 2008, WB acquired control of New Line and Katja. Gerrit-sen asserts on information and belief that, by virtue of the WB-New Line transaction, WB assumed Katja’s and New Line’s rights and duties under the contract.

On December 17, 2009, the Cuaróns granted all rights in the Cuarón Gravity Project to WB. In or about 2011, WB began production of the Film, with Cuarón as its director. The Film includes scenes of satellite debris colliding with the International Space Station; as a result, a female astronaut is set adrift in space, and desperately seeks a way to return to Earth. The screenplay credit for the Film states that it was “written by Alfonso Cuarón and Jonas Cuarón.” Gerritsen alleges that, by including such a credit, WB represented to the public that the Film was based on the Cuaróns’ original work. The Film was released in the United States on October 4, 2013, and to date has reported box office gross revenue of more than $700,000,000. The Film won seven Oscars.

Gerritsen alleges that Katja should have objected to WB.’s production of the Film because it was based on a literary property owned by Katja. Katja purportedly did not object, however, because it is controlled by WB and "WB thus effectively owned the motion picture rights ,to the Book. More specifically, she alleges, on information and belief, that subsequent to 2008, New Line and Katja became shell corporations wholly owned by WB, and mere conduits through which WB conducts business. She asserts that to the extent Katja and New Line transact any business at all, it is at the sole discretion and for the sole benefit of WB. Gerritsen contends that WB manages, controls, and dominates New Line and Katja, and that there, is a complete unity of interest among them. She asserts.that an inequitable result will follow if Katja and New Line are not treated as WB’s alter egos.

Gerritsen pleads claims for breach of written contract against Katja and WB, and breach of guaranty against New Line and WB. She seeks an accounting from all defendants.

II. DISCUSSION

A. Exhibits Submitted With Defendants’ Motion to Dismiss and Ger-ritsen’s Requests for Judicial Notice

1. Legal Standard for Judicial Notice

In deciding a Rule 12(b)(6), motion, the court generally looks only to the face of the complaint and documents attached thereto. 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). A court must normally convert a Rule 12(b)(6) motion into a Rule 56 motion for summary judgment if it “considers evidence outside the pleadings .... A court may, however, consider certain materials — documents attached to the complaint, documents incorporated by reference in the complaint,, or matters of judicial notice — without converting the motion to dismiss into a motion for summary judgment.” United States v. Ritchie, 342 F.3d 903, 907-08 (9th Cir.2003). See Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 322, 127 S.Ct. 2499, 168 L.Ed.2d 179 (2007) (a court may consider “other sources courts ordinarily examine when ruling on Rule 12(b)(6) motions to dismiss, in particular, documents incorporated into the complaint by reference, and matters of which a court may take judicial notice”); Branch v. Tunnell, 14 F.3d 449, 453 (9th Cir.1994) (noting that a court may consider a document whose contents are alleged in a complaint, so long as no party disputes its authenticity), overruled on other grounds by Galbraith v. County of Santa Clara, 307 F.3d 1119 (9th Cir.2002).

Thus, in ruling on a motion to dismiss, the 'court ‘ can consider material that is subject to judicial notice under Rule 201 of the Federal Rules of Evidence. Fed.R.Evid. 201. Under Rule 201, the court can judicially notice “[ojfficial acts of the legislative, executive, and judicial departments of the United. States,” and “[fjacts and propositions that are not reasonably subject to dispute and are capable of immediate and accurate determination by resort to sources of reasonably indisputable accuracy.” Fed.R.Evid. 201.

2. Exhibits Submitted with Defendants’ Motion to Dismiss

In support of their motion to dismiss, defendants proffer the declaration of their attorney, Ashley Pearson. Pearson’s declaration attaches the following exhibits; (1) a copy of the outside and inside front cover,' first page, and outside back cover of the Book (Exhibit A); (2) a copy of an “Assignment Agreement,” dated January 1, 2010 (Exhibit B); (3) a.copy of the outer packaging of the Film (Exhibit C); (4) a printout of a blog entry dated October 7, 2013, from a, website titled “The Official Blog of Bestselling Author Tess Gerritsen” (Exhibit D); (5) a printout of an article titled “Pull of ‘Gravity* Doesn’t Extend to Gerritsen Novel,” dated October 8, 2013, and published on the website Banner Graphic (Exhibit E); (6) an email and meet-and-confer letter sent to Gerritsen’s counsel pursuant to Local Rule 7-3 (Exhibit F); (7) emails exchanged by the parties regarding the authenticity of the Assignment Agreement (Exhibit G); and (8) a chart comparing the Book and the Film (“Appendix l”).

Citing Ritchie, 342 F.3d at 909, Gerritsen objects that the declaration and exhibits “are not admissible and may not be considered ... in support of or in opposition to a motion to dismiss under' Rule 12(b)(6).” Defendants counter that consideration of the declaration is appropriate because declarations of this type are regularly submitted to document prefiling conferences and introduce relevant materials.

In deciding a motion to dismiss, the court can consider only the pleadings and documents that are incorporated by reference therein or are properly the subject of judicial notice. See Id. at 907-08. Declarations can be used to bring materials that are properly considered to the attention of the court. See In re Silicon Graphics, Inc. Securities Litigation, 970 F.Supp. 746, 758-59 (N.D.Cal.1997) (denying plaintiffs’ motion to strike a declaration submitted in support of a motion' to dismiss because it referenced materials that were incorporated by reference in plaintiffs’ complaint). Courts regularly decline to consider declarations and exhibits submitted in support of or opposition to a motion to dismiss, however, if they constitute evidence not referenced in the complaint or not a proper subject of judicial notice. See City of Royal Oak Retirement System v. Juniper Networks, Inc., 880 F.Supp.2d 1045, 1060 (N.D.Cal.2012), (“Defendants move to strike the Declaration of Stuart Harden, which Plaintiffs submitted -in support of their Opposition to Defendants’ Motion to Dismiss. As Plaintiffs themselves acknowledge ... a court cannot consider evidence outside- the pleadings without converting the motion to dismiss into one for summary judgment.... There are only a few limited exceptions to this' rule — The Harden Declaration falls into none of these' categories and thus cannot be considered by the Court for purposes of ruling on the pending motions to dismiss. Accordingly, Defendants’ motion to strike the Harden Declaration is GRANTED”). The court must, however, consider each exhibit to the declaration in turn to determine whether it is a proper subject , of judicial notice or can be taken into account under the incorporation by reference doctrine in deciding defendants’ motion to dismiss.

a. Appendix 1 — Comparison Chart of the Book and the Film

Gerritsen objects to the court’s consideration of. Appendix 1 on the grounds that it is “irrelevant, unauthenticated, argumentative, and represents a one-sided, characterization which is subject to dispute.” Appendix 1 is .a chart prepared by defense counsel Pearson and another lawyer that compares the sequence of events in the Book to that in the Film. Gerritsen disputes the accuracy of the chart because it “compares selective plot points from the Book and Film with the intent of distinguishing the two works.” Defendants contend the chart is relevant because it undermines Gerritsen’s assertion, that the-Film is based on the Book, that Katja should therefore have objected when WB did not credit or pay Gerritsen in connection with its production of the Film, and that Katja’s failure to do, so, a result of the control WB purportedly exercised over it, shows that an inequitable result will follow if the defendants’ corporate separateness is not disregarded. The fact,that the chart might be relevant in assessing the ultimate validity of Gerrit-sen’s claims does not mean that the court can consider it in deciding a motion to dismiss. The only relevant question in deciding such a motion is whether plaintiffs allegations, taken as true, plausibly state a claim. Thus, the court declines to consider Appendix 1 in deciding the motion to dismiss. Cf. Balanced Body University, LLC v. Zahourek Systems, Inc., No. CIV S-13-1606 LKK/EFB, 2014 WL 66722, *2 (E.D.Cal. Jan. 7, 2014) (“The court cannot take judicial notice of statements which paraphrase or summarize allegations, as such statements are arguably inaccurate, and therefore, ‘subject to reasonable dispute,’ ” citing Fed.R.Evid. 201(b)); Garber v. Heilman, No. CV 08-3585 DDP (RNB), 2009 WL 409957, *1 (C.D.Cal. Feb. 18, 2009) (“Plaintiffs request that the Court take judicial notice of his own list of' encounters with the police ... is denied because plaintiffs own characterization of the matters reflected in his chart does not qualify as a matter that is ‘not subject to reasonable dispute,’ ” citing Fed.R.Evid. 201(b)).

b. Exhibits A & C — Photocopies of the Book’s Covers and the Outer Packaging of the Film

Defendants next proffer photocopies of the Book’s front and back cover, as well as copies of the outer packaging of the Film. Gerritsen objects to consideration of these exhibits on relevance grounds. She asserts that the exhibits, which- attempt to distinguish the Book and the Film, are not relevant because the only-argument defendants advance in their motion to dismiss is that she has not plausibly pled a theory under which WB can be held vicariously liable for the acts of Katja and New Line. Defendants respond that the exhibits are relevant; they, -contend the exhibits show that Gerritsen cannot- plausibly plead the existence of vicarious liability because the allegedly, bad faith acts that would make it inequitable to honor corporate separateness rest on the similarity of the Book and Film, and the exhibits show she cannot plausibly claim similarity. Onee again, defendants confuse Gerritsen’s obligation to plead plausible claims with her ability to prove those claims. Accordingly, the court declines to consider Exhibits A and C.

c. Exhibit B — The “Assignment Agreement”

Defendants next request that the. court consider a 2010 Assignment Agreement between New Line and WB. They contend the document is incorporated by reference in Gerritsen’s complaint, which states, in relevant, part:

“In or about 2008, WB acquired control of New Line and Katja by means of a corporate transaction. Gerritsen is informed and believes, and on that basis alleges, that by virtue of the transaction the rights and duties of Katja and New Line under the Contract and Guaranty were transferred and assigned to WB so that as of 2008 WB owned and still owns today the motion picture rights to the Book.”

Gerritsen contends that the court should .not consider Exhibit B because it is unauthenticated and its contents are subject to dispute. She references an email from her attorney, Glen Kulik, to defendants’ attorney, Matthew Kline, in which Kulik objects to Exhibit B and refuses to stipulate to its authenticity. Defendants argue that Gerritsen’s purported authenticity objections do not create a reasonable dispute because they are based on her speculation that other agreements might exist or that defendants misinterpret language in the agreement. The court cannot agree. The incorporation by reference doctrine applies only when a document is central to plaintiffs claim and no party questions its authenticity. See Marder v. Lopez, 450 F.3d 445, 448 (9th Cir.2006) (in ruling on a motion to dismiss, “[a] court may consider evidence on which the complaint ‘necessarily relies’ if: (1) the complaint refers to the document; (2) the document is central to the plaintiffs claim; and (3) no party questions the authenticity of the copy attached to the 12(b)(6) motion,” citing Branch, 14 F.3d at 453-54; Warren v. Fox Family Worldwide, Inc., 328 F.3d 1136, 1141 n. 5 (9th Cir.2003); Chambers v. Time Warner, Inc., 282 F.3d 147, 153 n. 3 (2d Cir.2002)); see also Sanders v. Brown, 504 F.3d 903, 910 (9th Cir.2007) (“Review is generally limited to the cqntents of the complaint, but a court can consider a document on which .the complaint relies if the document is central to the plaintiffs claim, and no party questions the authenticity of the document,” citing Warren, 328 F.3d at 1141 n. 5); Lee v. City of Los Angeles, 250 F.3d 668, 688 (9th Cir.2001) (“If the documents are not physically attached to the complaint, they may be considered if the documents’ ‘authenticity ... is not contested’ and ‘the plaintiffs complaint necessarily relies’ on them,” citing Parrino v. FHP, Inc., 146 F.3d 699, 705-06 (9th Cir.1998)); In re Silicon Graphics Inc. Sec. Litig., 183 F.3d 970, 986 (9th Cir.1999) (“[The incorporation by reference doctrine] permits a district court to consider documents ‘whose contents are alleged- in a complaint and whose authenticity no party questions, but which are-not physically attached to the [plaintiffs] pleading,’ ” quoting Branch, 14 F.3d at 454). The doctrine is designed “to prevent plaintiffs from surviving a Rule 12(b)(6) motion by deliberately omitting documents upon which their claims are based.” Swartz v. KPMG LLP, 476 F.3d 756, 763 (9th Cir.2007) (internal quotation marks and citation omitted); see also Ritchie, 342 F.3d at 908 (explaining that the incorporation by reference doctrine “may apply, for example, when a plaintiffs claim about insurance coverage is based on the contents of a coverage plan, or when a plaintiffs cl,aim about stock.fraud is based on the contents of SEC filings” (citations omitted)).

Gerritsen alleges, on information and belief, that WB acquired Katja and New Line iii 2008, and that the rights of those companies under the contract and guaranty were transferred and assigned to WB at that time. Because the Assignment Agreement on which defendants rely was signed two years, later, in 2010, it is unclear that it is the agreement to which Gerritsen makes reference in the complaint. Furthermore, nothing in the Ninth Circuit cases discussing the incorporation by reference doctrine suggests that a plaintiff must demonstrate that her unwillingness to stipulate to the authenticity of a-document submitted by a defendant in support of a motion to dismiss is “reasonable.” Indeed, the purpose of the incorporation by reference doctrine would not be served by considering the assignment agreement. There is no evidence that Gerritsen had access to the agreement(s) documenting the transaction in which WB acquired Katja and New Line at the time she filed her complaint, and elected not to attach them to make her complaint less vulnerable to a motion to dismiss. See Foster v. Kosseff, No. 11-CV-5069-TOR, 2013 WL 147822, *4 (E.D.Wash. Jan. 14, 2013) (“[Considering the audit report at this juncture would not serve the underlying purpose of the incorporation by reference doctrine. Notably, this is not a case in which the plaintiff has attempted to survive a motion to dismiss ‘by deliberately omitting documents upon which [her] claims are based.’ To the contrary, Plaintiff did not have a copy of the audit report (and therefore lacked knowledge of its precise contents) when this lawsuit was filed,” citing Swartz, 476 F.3d at 763). Given that Gerritsen pleads facts concerning WB’s acquisition of Katja and New Line on information and belief, the logical inference is that she did not have access to the agreements documenting the acquisition transaction at the time she filed this lawsuit.

For all of these reasons, the court declines to consider Exhibit B under the incorporation by reference doctrine,

d. Exhibit D — Blog Entry

Exhibit D to Pearson’s declaration is a printout of excerpts from Gerritsen’s official blog (http://www.tessgerritsen.com) as of October 7, 2013. The blog entry states, in relevant part: “I’ve been peeved that my book'GRAVITY was never made into a film (20th Century Fox owns the film rights). How I wished that Cuarón had told my story instead, but the movie he did make was a masterpiece of suspense. Go go. go to see it!” Defendants contend this blog entry refutes Gerritsen’s allegations of fraud and inequity, and demonstrates that she cannot state a plausible claim. While she does not challenge its authenticity, Gerritsen objects that the blog post is irrelevant. Because, at this stage of the proceedings, the court can consider only documents that can be judicially noticed or that have been incorporated by reference in the complaint, the court cannot consider the blog post purportedly made by Gerritsen.

e.Exhibit E—Internet Article

Defendants next proffer an article about Gerritsen that was published on the “Banner Graphic” website on October 8, 2013. In the article, Gerritsen is quoted as saying: “I’ve been receiving a number of emails from readers congratulating me on the new movie ‘Gravity,’ which they believe is based on my book with the- same title.... Yea, ‘Gravity’ is a gre'at film, but it’s not based on my book.” Defendants ask that the court consider this article for the same reason they seek to have Exhibit D considered. The document cannot be judicially noticed or considered under the incorporation by reference doctrine. Consequently the court declines, to consider the exhibit.

f. Exhibit F—Meet and Confer Letter

Defendants also ask that the court consider correspondence their lawyers sent to Gerritsen’s attorney, Glen L. Kulik, concerning a Local Rule 7-3 prefiling conference. The exhibit includes a letter from WB’s Vice President and Senior Litigation Counsel, Michelle Schultz, which was apparently attached to the meet-and-confer email. Gerritsen objects to the court’s consideration of these documents because they are irrelevant, unauthenticated, and represent a “one-sided characterization of facts subject to dispute.” Defendants assert that they have proffered the documents only to substantiate the statement in their notice of motion that the motion was filed following a conference under Local Rule 7-3. Gerritsen does not assert that a prefiling conference did not occur or that defendants failed to comply with Local Rule 7-3. Consequently, the documents do not concern any controversy the court must resolve and are irrelevant. The court therefore declines to consider them.

g. Exhibit G—Emails Between the Parties

Finally, defendants seek to have the court consider Exhibit G as evidence that they satisfied the meet-and-confer requirements of the local rules. Pearson states that the documents show defendants gave Gerritsen a copy of the 2010 Assignment Agreement on June 6, 2014, and that Gerritsen did not dispute the authenticity of the agreement or object to the court’s consideration of it in deciding the motion to dismiss. Gerritsen objects to consideration of the emails for the same reasons she objects to Exhibit F, The court treats defendants’ request for judicial notice, of the email correspondence that comprises Exhibit G as a request that the court take notice of the parties’ meet-and-confer efforts. Because there is no dispute that defendants satisfied Local Rule 7-3, the email communications are not relevant to decision of the motion. As they are not proper subjects of judicial notice and cannot be considered under the incorporation by reference doctrine, the court declines to consider them.

3. Gerritsen’s First Request for Judicial Notice

Gerritsen first requests that the court take judicial notice of forty-five exhibits that she asserts establish fifteen judicially noticeable facts. The facts Gerritsen seeks to have the court judicially notice include: (1) the identity of the official contact person for New Line and Katja (referencing Exhibits 42 and 43); (2) the fact that defendants share offices at the same business address (referencing Exhibits 5, 31, 42, 43); (3) the fact that the same law firm represents defendants (referencing defendants’ motion to dismiss in this action);' (4) Katja’s publicly listed web URL (referencing Exhibits 39 and 40); (5) the fact that Katja’s publicly listed web URL automatically redirects to the WB website; (6) the date New Line was founded (referencing Exhibits 32, 33, 34, 36, 37, and 38); (7) the dates on which Michael Lynne joined New Line’s Board of Directors and became its President and Chief Operating Officer (referencing Exhibits 8, 9, and 34); (8) the fact that New Line started as a film distribution company but later became a high profile motion picture studio (referencing Exhibits 8, 9, 12, 32, 33, 34, 36, 37, and 38); (9) the fact that New Line purchased a company that was later acquired by Time Warner (“TW’) (referencing Exhibits 7, 8, 9, 12, 16, 32, 33, 34, 36, 37, and 38); (10) the fact that New Line and Katja have been part of WB since 1996 (referencing Exhibits 8, 9, 36, and 41); (11) the fact that New Line operated as a separate studio until February 28, 2008, when it announced it would shut down and merge with WB (referencing Exhibits 10-21, 23-28, 31, 33, 34, 36, and 38); (12) the fact that TW fired 450, New Line employees on April 18, 2008 (referencing Exhibits 22-26); (13) the fact that Katja’s president, Edward Romano, holds .positions in New Line, WB, and other. TW companies (referencing Exhibit 41); (14). the fact that the Film was produced by WB in 2012. and released to the public in 2013 (referencing Exhibit 38); and (15) the fact that New Line’s President and Chief Operating Officer reports directly to WB’s Chairman and Chief Executive Officer (referencing Exhibits 29 and 30).

a. Information Made Known to the General Public Through Press Releases and News Reports

Gerritsen first asks, that the court, take judicial notice of “information made known to- the general public through news reports and press releases.” She does not identify the specific exhibits that she alleges can be judicially noticed on this basis. . She does, however, identify the facts that purportedly fall into this category; those facts, in turn, reference exhibits that purportedly reflect them. Most of the facts concern the corporate structure of Katja, New Line, and WB, as well as the purported merger of New Line and WB in 2008.

While the facts Gerritsen wishes the court to noticé concern a limited number of subjects, the sources from which the facts have been gleaned are varied. As an example, the sources of information Gerrit-sen cites to support the fact that “public records indicate that in January 28, 1994, New Line was purchased by Turner Broadcasting System, which was acquired by Time Warner in 1996,” include the Los Angeles Times (Exh. 7), Variety magazine (Exh. 8), the Wall Street Journal (Exh. 12), Slideshare.net (Exh. 32), GoPetition.com (Exh. 33), and Wikipedia (Exh. 34).

Gerritsen contends that courts in the Ninth Circuit routinely take judicial notice of press releases. The cases in which courts take judicial notice of newspaper articles and press releases, however, are limited to a narrow set of circumstances not at issue here — e.g., in securities cases for the purpose of showing that particular information was available to the stock market. See Heliotrope Gen., Inc. v. Ford Motor Co., 189 F.3d 971, 981 n. 18 (9th Cir.1999) (“When considering a motion for judgment on the pleadings, this court may consider facts that ‘are contained in materials of which the court may take judicial notice.’ We take judicial notice that the market was aware of the information contained in news articles submitted by the defendants”); see also In re American Apparel, Inc. Shareholder Litigation, 855 F.Supp.2d 1043, 1062 (C.D.Cal.2012) (“Taking judicial notice of news reports and press releases is appropriate for showing] ‘that the market was aware of the information contained in news articles’ ” (citations omitted)). This is because often, the accuracy of information in newspaper articles and press releases cannot be readily determined and/or can be reasonably questioned. Fed.R.Evid. 201.

Some of the newspapers and press releases Gerritsen seeks to have judicially noticed appear on third party websites, such as Wikipedia, Answers.com, Deadline.com, and Slashfilm.com. As a general matter, courts are hesitant to take notice of information found on third party websites and routinely deny requests for judicial notice, particularly when the credibility of the site’s source information is called into question by another party. See, e.g., In re Yagman, 473 Fed.Appx. 800, 801 n. 1 (9th Cir.2012) (Unpub. Disp.) (declining to take judicial notice of information contained in attorney’s curriculum vitae and appearing on his Wikipedia page); Altman v. HO Sports Co., Inc., 821 F.Supp.2d 1178, 1181 n. 2 (E.D.Cal.2011) (“Altman objects to the request for judicial notice. Specifically, Altman objects to two articles from wikipedia on the basis that wikipedia is not an adequate source for purposes of judicial notice. Altman’s objections will be sustained”); Crispin v. Christian Audigier, Inc., 717 F.Supp.2d 965, 976 n. 19 (C.D.Cal.2010) (“It is unfortunate that the parties were unable to provide more authoritative evidence. One court recently noted the danger of relying on Wikipedia: Wikipedia.com [is] a website that allows virtually anyone to upload an article into what is esséntially a free, online encyclopedia. A review of the Wikipedia website reveals a pervasive and, for our purposes, disturbing series of disclaimers, among them, that: (i) any given Wikipedia article may be, - at any given moment, in a bad state: for example it could be in the middle of a large edit or it could have been recently vandalized; (ii) Wikipedia articles are also subject to remarkable oversights and omissions; (iii) Wikipedia articles (or series of related articles) are liable to be incomplete in ways that would be less usual in a more tightly controlled reference work;’ (iv) ‘[a]nother problem with a lot of content on Wikipedia is that many contributors do not cite their sources, something that makes it hard for the reader to judge the credibility of what is written; and (v) many articles commence their lives as partisan drafts’ and may be caught up in a heavily unbalanced viewpoint.’ Campbell ex rel. Campbell v. Secretary of Health and Human Services, 69 Fed.Cl. 775, 781 (2006)”); Ruiz v. Gap, Inc., 540 F.Supp.2d 1121, 1124 (N.D.Cal.2008) (“Gap’s request for judicial notice is also DENIED. Federal Rule of Evidence 201 permits courts to take judicial notice of facts that are ‘not subject to reasonable dispute.’ Gap seeks judicial notice for two sets of materials: a Study from an internet site on identity theft, and a list, also from an internet site, of data breach incidents reported in California in the last two years. Neither of these documents contain information which is ‘generally known within the territorial jurisdiction of the trial court’ or ‘capable of accurate and ready determination.’ In short, these materials are not remotely akin to the type of facts which may be appropriately judicially noticed”).

Defendants. object to the -court taking judicial notice of information that appears on these third party websites; they argue the websites contain “unreliable, inaccurate information.” The court agrees with defendants that information appearing on the third party websites is not a proper subject of judicial notice because it is not capable of accurate and ready determination. Thus, for this additional reason, the court denies Gerritsen’s request to take judicial notice of information contained in press releases and news articles that appear on third party websites.

Finally, and most fundamentally, to the extent the court can take judicial notice of press releases and news articles, it can do so only to “indicate what was in the public realm at the time, not whether the contents of those articles were in fact true.” Von Saher v. Norton Simon Museum of Art at Pasadena, 592 F.3d 954, 960 (9th Cir.2010) (citing Premier Growth Fund v. Alliance Capital Mgmt., 435 F.3d 396, 401 n. 15 (3d Cir.2006)); In re Disciplinary Proceedings of Yana, No. 2012-SCC-0017-ADA, 2014 WL 309314 (N.M.I. Jan. 28, 2014) (“Newspaper articles generally, and statements during an interview specifically, are not always free of reasonable dispute. Ordinarily, then, we only’ take ‘judicial notice of publications intro duced to “indicate what was in the public realm at the time, not whether the contents of those articles were in fact true,” ’ ” quoting Von Saher); United States v. Kane, No. 2:13-cr-250-JAD-VCF, 2013 WL 5797619, *9 (D.Nev. Oct. 28, 2013) (“When a court takes judicial notice of publications like websites and newspaper articles, the court merely notices what was in the public realm at the timé, not whether the contents of those articles were in fact true” (citations, omitted)); Brodsky v. Yahoo! Inc., 630 F.Supp.2d 1104, 1111-12 (N.D.Cal.2009) (“The Court also grants Defendants’ request [for judicial notice] as to Exhibits 31 through 47, Yahoo! Press releases, news articles;' analyst reports, and third party press releases to which the SAC refers, but not for the truth of their contents ” (emphasis added)).

Gerritsen clearly seeks to have the court take judicial notice of the truth of the facts stated in the various press releases and news articles. This the court cannot do. Because it is irrelevant, for purposes of defendants’ motion to dismiss, that the information in the press releases and news articles was publicly available, the court declines to take judicial notice of the newspaper articles and press releases Gerritsen cites.

b. Information Published on Websites, and Especially on a Party’s Website

Gerritsen also requests that the court take judicial notice of information found on third party websites, including WB’s website. Gerritsen again fails to identify the exhibits that are the subject of this request; she identifies only the “judicially noticeable facts” to which the exhibits refer. Defendants make the same objections to these exhibits that they raised concerning the third party websites that were the subject of Gerritsen’s first .request for judicial notice. For the reasons earlier articulated, the court declines to take judicial notice of information found on third party websites. The court similarly declines to take judicial notice of information on .WB’s website. Although Gerritsen appears to argue that authenticity and accuracy concerns are not present with respect to information found on defendants’ websites, the court cannot agree.

Federal courts considering the issue have expressed skepticism as to whether it is appropriate to take judicial notice of information or documents appearing on websites that are created and maintained by a party to the litigation. See, e.g., Stewart v. Stoller, No. 2:07-cv-552-DB-EJF, 2014 WL 1248072, *1-2 (D.Utah Mar. 25, 2014) (“The court fias even greater concern because Ms. Stewart appears to have edited the proposed documents to include calculation of the damages to her; making a party to the suit the source of information of which that same party seeks the Court to take judicial notice. Courts express additional skepticism about taking judicial notice of party-created documents. The facts Ms. Stewart tenders do not meet the high standard required for judicial notice. The Court therefore denies Ms. Stewart’s Motion”); Koenig v. USA Hockey, Inc., No. 2:09-cv-1097, 2010 WL 4783042, *2 (S.D.Ohio June 14, 2010) (“One court has gone so far as to describe information available from private Internet websites as ‘no[t] remotely akin to the type of facts which may be appropriately judicially noticed.’ Ruiz v. Gap, Inc., 540 F.Supp.2d 1121, 1124 (N.D.Cal.2008). Similar concern has been expressed about information from a website that is created by one of the parties to the case,” citing Scanlan v. Texas A & M University, 343 F.3d 533, 536 (5th Cir.2003) (holding that the court should not take judicial notice of a ‘defendant-created report’ appearing on the Internet)).

Here, to the extent that Gerritsen asks the court to take judicial notice of information on WB’s website, she fails to demonstrate that the information is capable of “accurate and ready determination” in the territorial jurisdiction of the court, such that it is a proper subject of judicial notice. Accordingly, the court declines to take judicial notice of information published on private websites, including’ information that appears on WB’s website. See Koenig, 2010 WL 4783042 at *3 (“This Court concludes that federal courts should be very reluctant to take judicial notice of information or documents that appear exclusively on websites which have been created and are maintained by one of the parties to a case unless that party is a governmental body and the website is maintained not to further the business interests of the party but to provide.a source of public information. The potential for fabrication or for inaccurate- information is simply too great to be reconciled with the language of Rule 201 to the effect that judicial notice may be taken only if the information comes from ‘sources whose accuracy cannot reasonably be questioned.’ As the Advisory Committee notes to Rule 201 state, ‘[a] high degree of indisputability is an essential prerequisite for a court to take judicial notice of a particular fact.’ See Holland v. United States, [No. 06-2700-STA-tmp,] 2008 WL 2769367, *3 (WD.Tenn. July 11, 2008). The documents tendered by USA Hockey simply do not meet this standard. Therefore, the Court will not only decline to take judicial notice of them, but will, strike them from the motion to dismiss”).

c. Information Provided in Corporate Disclosure Statements

Gerritsen next asks that the court take judicial notice of exhibits consisting of, or referencing, .information contained in the corporate disclosure statement and/or Form 10-K of Time Warner, Inc. Defendants do not respond to this request; rather, - they contend that “Ms. Gerritsen cannot amend her complaint by attaching [corporate disclosure documents] to her brief in‘opposition to defendants’ Motion to Dismiss.” Courts can consider securities offerings and corporate disclosure documents that are publicly available. See Metzler Inv. GMBH v. Corinthian Colleges, Inc., 540 F.3d 1049, 1064 n. 7 (9th Cir.2008) (“Defendants sought judicial notice for Corinthian’s reported stock price history and other publicly available financial documents, including a number'of Corinthian’s SEC filings. In its dismissal order, the court granted Defendants’ unopposed requests for judicial notice. Metzler does not'contest the propriety of the noticing of these documents on appeal; which in any event was proper”); Wynn v. Chanos, 75 F.Supp.3d 1228, 1235, 2014 WL 7186981, *5 (N.D.Cal. Dec. 16, 2014) (“SEC forms such as a Form 8-K or Form 10-K are matters of public record and may be subject to judicial notice. Accordingly, I take judicial notice of Wynn’s Form 8-K from 2013, Wynn’s Form 8-K from 2012, Wynn’s Form 10-K from 2013, Wynn’s Form 10-K from 2012, and Wynn’s Form 10-K from 2011” (citation omitted)); Oklahoma Firefighters Pension & Retirement System v. Ixia, 50 F.Supp.3d 1328, 1348-49 (C.D.Cal.2014) (taking judicial notice of Ixia’s SEC filings); Glenbrook Capital Ltd. Partnership v. Kuo, 525 F.Supp.2d 1130, 1137 (N.D.Cal.2007) (“The SEC Forms at issue here [Forms 8-K and 10-K] are publicly-available documents filed with the SEC. For these reasons, the Court takes judicial notice of these documents”); Morgan v. AXT, Inc., Nos. C 04-4362 MJJ, C 05-5106 MJJ, 2005 WL 2347125, *7 (N.D.Cal. Sept. 23, 2005) (“The SEC Forms 4 at issue here are publicly-available documents filed- with the SEC. Accordingly, the Court takes judicial notice of the documents attached as Exhibit L to the Banie Declaration”).

It is only “appropriate^ however,] for the court to take judicial notice of the contént of the SEC Forms [ ] and the fact that they were filed with the agency. The truth of the content, and the inferences properly drawn from them, however, is not a proper subject of judicial notice under Rule 201.” Patel v. Parnes, 253 F.R.D. 531, 546 (C.D.Cal.2008) (emphasis added); see Lovelace v. Software Spectrum Inc., 78 F.3d 1015, 1018 (5th Cir.1996) (“When deciding a motion to dismiss ..., a court may consider the contents of relevant public disclosure documents which (1) are required to be filed with the SEC, and (2) are actually filed with the SEC. Such documents should be considered only for the purpose of determining what statements the document contain, not to prove the truth of the documents’ contents,” citing Hennessy v. Penril Datacomm Networks, Inc., 69 F.3d 1344, 1354-55 (7th Cir.1995) (holding that the district court properly refused to take judicial notice of a corporation’s Form 10-K to determine a fact in dispute — the number of corporate employees)); In re Foundry Networks, Inc., No. C 00-4823 MMC, 2003 WL 23211577, *10 n. 11 (N.D.Cal. Feb. 14, 2003) (“Defendants have filed a Request for Judicial Notice, wherein they seek judicial notice of (1) two Foundry press releases, (2) SEC Forms 4 filed by Foundry’s officers, and (3) Foundry’s SEC Forms 10-K and 10-Q filings. Plaintiffs ‘object to the request to the extent defendants seek to establish the truth of the contents in the noticed documents,’ but raise no objection to the extent the request asks the Court to take notice of the contents of the documents. Defendants’ request is hereby GRANTED to the extent it requests that the Court take judicial notice of the content of such documents”); see also Del Puerto Water District v. United States Bureau of Reclamation, 271 F.Supp.2d 1224, 1234 (E.D.Cal.2003) (“Judicial Notice is taken of the existence and authenticity of the public and quasi public documents listed. "To the extent their contents are in dispute, such matters of controversy are not appropriate subjects for judicial notice”).

As discussed infra, Gerritsen relies on the information contained in the SEC documents as evidence that, inter alia, WB merged with New Line and/or that there is a unity of interest among the defendants. Stated differently, she relies on the truth of the contents of the SEC filings to prove the substance of her claims. It is inappropriate for the court to take judicial notice of the contents of the documents for this purpose. See Patel, 253 F.R.D. at 546. Accordingly, the. court declines to take judicial notice of the content of WB’s various SEC filings.

d. Information on Government Websites

Gerritsen also seeks to have the court judicially notice the business entity profiles for Katja and New Line retrieved from the California Secretary of State’s website. Defendants do not oppose Gerritsen’s request. Under Rule 201, the court can take judicial notice of “[p]ublic records and government -documents available from reliable sources on the Internet,” such as websites run by governmental agencies. See Hansen Beverage Co. v. Innovation Ventures, LLC, No. 08-CV-1166-IEG, 2009 WL 6597891, *1 (S.D.Cal. Dec. 23, 2009) (citing Jackson v. City of Columbus, 194 F.3d 737, 745 (6th Cir.1999)). See also Daniels-Hall v. National Education Association, 629 F.3d 992, 999 (9th Cir.2010) (taking judicial notice of information on the websites of two school districts because they were government entities); Paralyzed Veterans of Am. v. McPherson, No. C 06-4670, 2008 WL 4183981, *5 (N.D.Cal. Sept. 8, 2008) (“Information on government agency websites has often been treated as properly subject to judicial notice”). The court will therefore take judicial notice of the business entity profiles on the California Secretary of State’s website (Exhs. 42 and 43).

e. Public Records

Gerritsen seeks finally to have the court take judicial notice of defendants’ motion to dismiss and the fact that the same law firm — O’Melveny & Myers, LLP — represents Katja, New Line, and WB. It is well established that a court can take judicial notice of its own files and records under Rule 201 of the Federal Rules of Evidence. Molus v. Swan, No. 05cv452-MMA (WMc), 2009 WL 160937, *2 (S.D.Cal. Jan. 22, 2009) (“Courts also may take judicial notice of their own records,” citing United States v. Author Services, 804 F.2d 1520, 1523 (9th Cir.1986)); see also Vasserman v. Henry Mayo Newhall Memorial Hosp., 65 F.Supp.3d 932, 943-44 (C.D.Cal.2014) (taking judicial no tice of the operative complaint in the action before the court); NovelPoster v. Javitch Canfield Group, No. 13-CV-05186-WHO, 2014 WL 5594969, *4 n. 7 (N.D.Cal. Nov. 3, 2014) (“In conjunction with the motion, defendants requested judicial notice of various documents, including Novel-Poster’s ex parte application for a temporary restraining order in this case and this Court’s subsequent order.... Defendants’ request for judicial notice of the TRO application and order is GRANTED”); In re Linda Vista Cinemas, L.L.C., 442 B.R. 724, 740 n. 7 (Bankr.D.Ariz.2010) (stating that “[t]he court takes judicial notice of its own records,” specifically, a declaration at-tachéd to the opposition to a motion for preliminary injunction, citing United States v. Wilson, 631 F.2d 118, 119 (9th Cir.1980)). Accordingly, the court grants Gerritsen’s request for judicial notice of the motion to dismiss “although [Gerrit-sen] [is] advised for future reference that [she] need not seek judicial notice of documents filed in the same case. An accurate citation will suffice.” NovelPoster, 2014 WL 5594969 at *4 n. 7.

3. Gerritsen’s Second Request for Judicial Notice

As noted, Gerritsen filed a second request for judicial notice that asks the court to take notice of three additional exhibits. The request concerns a press release issued shortly after she filed this action and two 2010 blog posts. Gerritsen’s request is contingent on the court’s willingness to take judicial -notice of Exhibit D to the Pearson Declaration, however. Because the court declines to take judicial notice of Exhibit D", it denies Gerritsen’s second request for judicial notice of Exhibits 46-48.

B. Legal Standard Governing Motions to Dismiss Under Rule 12(b)(6)

A Rule 12(b)(6) motion tests the legal sufficiency of the claims asserted in the complaint. A Rule 12(b)(6) dismissal is proper only, where there is either a “lack of a cognizable legal theory,” or “the absence' of sufficient facts alleged under a cognizable legal theory.” Balistreri v. Pacifica Police Dept., 901 F.2d 696, 699 (9th Cir.1988). The court must accept all factual allegations pleaded in the complaint as true, and construe them and draw all reasonable inferences from them in favor of the nonmoving party. Cahill v. Liberty Mut. Ins. Co., 80 F.3d 336, 337-38 (9th Cir.1996); Mier v. Owens, 57 F.3d 747, 750 (9th Cir.1995).

The court, need not, however, accept as true unreasonable inferences or conclusory legal allegations cast in the form of factual allegations. See Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 553-56, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) (“While a complaint attacked by a Rule 12(b)(6) motion to dismiss does not neéd detailed factual allegations, a plaintiff’s obligation to provide the ‘grounds’ of his ‘entitle[ment] to relief requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will .not do”). Thus, a plaintiffs complaint must “contain sufficient factual matter, accepted as true, to ‘state a claim to- relief that is plausible on its face.’ ... A claim has facial plausibility when the plaintiff pleads factual content that allows the ..court to draw the reasonable inference that the defendant is liable, for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009); see also Twombly, 550 U.S. at 545, 127 S.Ct. 1955 (“Factual allegations must be enough to raise a right to relief above the speculative level, on the assumption that all the allegations in the complaint are true (even if doubtful in fact)” (citations omitted)); Moss v. United States Secret Service, 572 F.3d 962, 969 (9th Cir.2009) (“[F]or a complaint to survive a motion to dismiss, ’ the non-conclusory ‘factual content,’ and reasonable inferences from that content, must be plausibly.suggestive of. a claim entitling the plaintiff to relief,” citing Iqbal and Twombly).

C. Gerritsen’s Breach of Contract and Breach of Guaranty Claims

1. Legal Standard Governing Breach of Contract and Breach of Guaranty Claims

To state, a breach of contract claim, a party must allege: (1) the existence of a contract; (2) the party’s performance under that contract or an excuse for nonperformance; (3) the defendant’s breach; and (4) resulting damages. Alvarado v. Aurora Loan Services, LLC, No. SACV 12-0524 DOC (JPRx), 2012 WL 4475330, *4 (C.D.Cal. Sept. 20, 2012) (citing McKell v. Washington Mutual, Inc., 142 Cal.App.4th 1457, 1489, 49 Cal.Rptr.3d 227 (2006)). California courts apply the same legal standard to breach of guaranty claims. See Harrison Ventures, LLC v. Alta Mira Treatment Center, LLC, No. C 10-00188 RS, 2010 WL 1929566, *5 (N.D.Cal. May 12, 2010) (“With regard ¡to the breach of guaranty claim against Cartwright, such a breach occurs when a debt falls due and remains unpaid. Here, absent a breach by defendants, no such unpaid debt arises. The breach of guaranty claim against Cartwright is therefore wholly dependent ’upon'the viability of the FAC’s breach of contract claims. As those claims have been dismissed with leave to amend, the same fate' must befall the breach of guaranty claim,” citing California First Bank v. Braden, 216 Cal.App.3d 672, 677, 264 Cal.Rptr. 820 (1989)); MRW, Inc. v. Big-O Tires, LLC, No. CIV S-08-1732 LKK/DAD, 2009 WL 3368438, *9 (E.D.Cal. Oct. 16, 2009) (“An action for breách of guaranty is a species of claim for breach of contract”). As Gerritsen’s breach.of contract and breach of guaranty claims are governed by the same standard and the parties address the claims jointly in their briefs, the court considers the claims in tandem below.

2. Whether Gerritsen Has Plausibly Alleged Claims for Breach of Contract and Breach of Guaranty

In their motion to dismiss, defendants charge that Gerritsen has failed to state either a breach of contract or breach of guaranty claim because: (1) she cannot plead facts plausibly alleging that there was a contract between her and WB; and (2) she cannot plead , facts-plausibly alleging that there was a breach of contract' because the contract and guaranty were agreements between Gerritsen and Katja and New Line, respectively, and WB, not Katja or New Line, produced and released the Film.

Gerritsen alleges that she and Katja entered into a written purchase agreement (“the contract”) on March 18, 1999, pursuant to which Katja purchased the motion picture rights to the Book and “any and all versions” - of the Book for $1,000,000. Under the contract, Gerritsen was entitled to the following if Katja produced a motion picture “based on” the Book: a production bonus of $500,000; contingent compensation based on the net proceeds of the motion picture; and source credit in the main titles of the motion picture and all advertisements. The same day, New Line executed a guaranty (“the Guaranty”), in which it, guaranteed the “full and faithful performance” of all of Katja’s obligations under the Contract. Gerritsen also pleads that WB developed, produced, distributed, and marketed the Film.

Even when her allegations are construed in Gerritseris favor, it is apparent that she cannot plausibly allege a claim under traditional contract law theories. Gerritsen pleads that she entered into contracts with Katja and. New Line that entitled her to payment if Katja produced a motion picture based on her book; and that WB, not Katja, produced the Film that is allegedly “based on” the Book. No plausible inference arises from these allegations that WB was a party to the contracts or that Katja produced the'Film. Thus, absent an alternative theory of liability, Gerritseris claims must be dismissed.

3. Whether Gerritsen Has Plausibly Alleged That WB Is Liable under the Contract and Guaranty

Gerritsen argues that there are three bases on which she can state a claim for breach of contract and guaranty against WB: (1) a successor-in-interest theory; (2) an alter ego theory; and (3) an agency theory.

a. Successor-in-interest Liability

(1) Legal Standard Governing Successor-in-interest Liability

Gerritsen alleges that WB is the parent company of Katja and New Line. Parent corporations can be liable for their own unlawful acts, the unlawful acts of subsidiary companies that act as their agents, and the unlawful acts of predecessor companies. See United States v. Bestfoods, 524 U.S. 51, 64-65, 118 S.Ct. 1876, 141 L.Ed.2d 43 (1998); Doe v. Unocal Corp., 248 F.3d 915, 926 (9th Cir.2001); Monaco v. Bear Stearns Cos., No. CV 09-05438-SJO (JCx), 2011 WL 4059801, *19 (C.D.Cal. Sept. 12, 2011).

Under California law, “a successor company has liability for a predecessor’s actions if: (1) the successor expressly or impliedly agrees to assume the subject liabilities ...' [;]' (2) the transaction amounts to a consolidation or merger of the successor and the predecessor[;] (3) the successor is a mere continuation of the predecessor[;] or (4) the transfer of assets to the successor is for the fraudulent purpose of escaping liability for the predecessor’s debts.” No Cost Conference, Inc. v. Windstream Communications, Inc., 940 F.Supp.2d 1285, 1299 (S.D.Cal.2013) (citing CenterPoint Energy, Inc. v. Superior Court, 157 Cal.App.4th 1101, 1120, 69 Cal.Rptr.3d 202 (2007)); see City of Los Angeles v. Wells Fargo & Co., 22 F.Supp.3d 1047, 1062 (C.D.Cal.2014).

(2) Whether Gerritsen Has Adequately Alleged Successor-in-interest Liability

(a) Assumption

To allege successor-in-interest liability on the basis that the successor expressly or impliedly agrees to assume the liabilities of its predecessors, a plaintiff “must not only plead the existence.of an assumption of liability but either the terms of that assumption of liability (if express) or the factual circumstances giving rise to an assumption of liability (if implied).” No Cost, 940 F.Supp.2d at 1300 (citing Winner Chevrolet, Inc. v. Universal Underwriters Ins. Co., No. CIV S-08-539 LKK/JFM, 2008 WL 2693741, *4 (E.D.Cal. July 1, 2008)). Defendants argue that .Gerritsen merely alleges.as a legal conclusion.that WB assumed Katja’s and New Line’s obligations, and that she pleads no facts that plausibly support an inference that. WB assumed the rights and duties of, Katja and New Line -under the. Contract and the Guaranty. They cite Gerritsen’s allegation that “by virtue of the transaction [between defendants in 2008] the rights and duties of Katja .and New Line under the Contract and Guaranty were ... assigned to WB so that as of 2008 WB owned and still owns today the motion picture, rights to the Book.” Defendants assert that under No Cost and Winner, this allegation cannot survive a motion to dismiss. See No Cost, 940 F.Supp.2d at 1299 (plaintiffs “eonclusory” allegation that “as a result of the [corporate] merger, [defendant] assumed all right[s] and responsibilities” under plaintiffs contract was “insufficient” because plaintiff had to plead “the existence of a contract and ... terms ... establishing] the obligation in issue”); Winner, 2008 WL 2693741 at *4 (“With regard to assumption of duties, plaintiffs must allege more than a terse allegation (e.g., ‘Zurich ... specifically assumed the duties and obligations of Universal,’ ...) to support a finding that there was an express or implied assumption of liability. They must allege facts”).

Gerritsen attempts to distinguish No Cost on the grounds that, although the No Cost plaintiff was not able to establish successor-in-interest liability under an ás-sumption theory, it was able to do it on an alternative basis. She also contends that, unlike No Cost, she “alleges factual circumstances giving rise to an implied assumption of liability.” Gerritsen references allegations that, at the time of contracting, the parties intended that rights and liabilities under the Contract would pass to the company that eventually produced the film, and that it was understood Katja would not produce the film. Gerritsen asserts that these allegations, coupled with allegations that Katja was New Line’s “shell entity,” and- that: “by virtue of the [WB-New Line] transaction the rights and duties of Katja and New Line under' the Contract and Guaranty were assigned to WB” pleads sufficient facts to support her. contention that WB impliedly assumed Katja’s and New Line’s liability under the Contract and Guaranty.

The court disagrees. Gerritsen’s allegations are largely conclusory. First, her allegation that Katja’s and New Line’s obligations were assigned to WB “by virtue of the transaction” is the very legal conclusion that numerous courts' have found insufficient under Rule 8. See No Cost, 940 F.Supp.2d at 1299; Brockway v. JP Morgan Chase Bank, No. 11CV2982 JM (BGS), 2012 WL 4894253, *3 (S.D.Cal. Oct. 15, 2012) (“The SAC simply alleges that Wells Fargo ‘expressly or impliedly agreed to. assume all of DREXEL’s liabilities under the Deed of . Trust— Such conclusory allegations do ‘not unlock the doors of discoveiy for a plaintiff armed with nothing more than conclusions.’ While an allegation that Defendants either ‘expressly or implied agreed to assume all of DREXEL’s liabilities’ raises the possibility of an assumption of liabilities, it does not show that Plaintiff is entitled to relief under [Rule] 8(a)(2)”); Pantoja v. Countrywide Home Loans, Inc., 640 F.Supp.2d 1177, 1192 (N.D.Cal.2009) (holding that a plaintiff who alleged that Bank of America “is responsible and liable for the actions of Countrywide” and who pled “no facts beyond the purchase of Countrywide by Bank of America” had failed to- plead sufficient facts to support a claim against the bank); Winner, 2008 WL 2693741 at *4.

To the extent Gerritsen’s other allegations plead some facts that might support a finding that WB assumed the other defendants’ obligations under the Contract and Guaranty, they do not give rise to a plausible inference- that it did so. Gerrit-sen’s allegations regarding the intent of the original contracting parties, i.e., that she and Katja understood that Katja would not produce the film and that either New Line or a New Line affiliate would do so, does not- speak to WB’s intentions when it acquired Katja and New Line, nor does it provide a factual basis for Gerritsen’s allegation that WB assumed all'-obligations under the Contract. The. fact