Electronically FILED by Superior Court of California, County of Los Angeles on 08/23/2022 12:27 PM Sherri R.

Carter, Executive Officer/Clerk of Court, by A. Patrick,Deputy Clerk

Diane Pardoe/Sarah Pardoe

312 N. Kenwood St. Apt. A
Burbank, CA 91505
323.363.3803 Phone
[email protected]
[email protected]
Acting pro per

SUPERIOR COURT OF LOS ANGELES COUNTY

FOR THE STATE OF CALIFORNIA

)
) CASE NO. 22STLC04635
DIANE PARDOE and )
SARAH PARDOE, individuals, )
Plaintiffs, )
)
vs. )
) OPPOSITION TO DEFENDANT’S
JUDE SALAZAR, ) MOTION FOR STAY
an Individual, )
Defendant. ) Date: November 17, 2022
) Time: 10:00 AM
___________________________________ ) Courtroom: Department 26
) 312 North Spring Street
) Los Angeles, CA 90012
) Judge: Hon. Mark E. Windham
) Trial Date: January 9, 2024
) Action Filed: July 12, 2022
)

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OPPOSITION TO MOTION FOR STAY

 I. INTRODUCTION

As memorialized in the California Talent Agencies Act (“Act,” “TAA”), Labor Code
§ 1700.44. (a), “In cases of controversy arising under this chapter, the parties involved
shall refer the matters in dispute to the Labor Commissioner.”
Defendant has made a motion asking the Court to stay this civil proceeding based on
her claim that Plaintiffs violated the TAA by procuring employment opportunities for her
without having a talent agency license.
With respect for the knowledge that for the last fifty-five years the Act has been
interpreted where such procurement is unlawful, and thus subject to California Labor
Commission (“CLC”) controversy, the interpretation is incorrect, and as such,
Defendant’s motion should be denied.

II. SUMMARY OF ARGUMENT

In short, Plaintiffs are asking the Court to follow the plain language of the Talent
Agencies Act, and the litany of high court cases that find the enforcement of law must
mirror that language, to find that even if the Labor Commissioner was to be given this
matter, because the TAA has neither…
• an express provision reserving the act of procuring employment opportunities for
artists or conversely a provision prohibiting non-licensed persons from engaging
in such activities;
• nor does not have a codified penalty provision, memorializing what kind of
consequence a person faces should they be found to have tried to procure jobs for
an artist (as defined in CA. Labor Code 1700.4. (a)) without a license,
…the Labor Commissioner has no authority to infringe on Plaintiffs’ contractual rights or
penalize them in any way, and thus there is no controversy for the CLC to consider.
As Plaintiffs’ illuminate in their Motion For Summary Judgment, perhaps the most
fundamental legal maxim of all, the one all Americans count on each day, is the notion
that what is not prohibited is lawful. And without laws barring or penalizing unlicensed

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OPPOSITION TO MOTION FOR STAY

persons, unlicensed persons can legally procure jobs for artists without judicial or
administrative agency interference.

III. LEGAL ARGUMENT

Violations of law are “made up of two parts, forbidden conduct and a prescribed
penalty. The former without the latter is no [violation].” Wayne R. LaFave & Austin W.
Scott, Jr., Substantive Criminal Law § 1.2(d) (1st ed. 1986); see also U.S. v. Evans, 333
U.S. 483 (at 485-486).
With the Talent Agencies Act, there is neither, and as such there can be no violation
of law, and thus no controversy to bring in front of the Labor Commissioner.
Yes, as currently enforced, the TAA prohibits unlicensed persons from procuring
employment for artists and anyone found to have procured without a license is subject to
the partial or total loss of their contractual rights. That enforcement is unsupportable.
One of the most basic principles of due process is that prohibitions must be clearly
defined. See Grayned v. City of Rockford, 408 U.S. 104, 108 (1972). Laws must provide a
“person of ordinary intelligence a reasonable opportunity to know what is prohibited …
A fundamental principle in our legal system is that laws which regulate persons or
entities must give fair notice of conduct that is forbidden or required.” Id.
While the TAA defines a talent agent as one who procures employment for artists, it
has wrongly been interpreted as a regulated activity, as there are no statutory provisions
limiting that action only for those with licenses. There must be an expressed, written
prohibition inside the statutes.
In Marathon, the CA. Supreme Court did state that the TAA “regulates conduct, not
labels; it is the action of procuring (or soliciting), not the title of one’s business, that
qualifies as a talent agency,” Marathon at 986, but importantly, it was not an issue raised
by the parties nor was it argued by either side, so it is dicta and need not be followed.
CA. Civ.Code § 1700.4 (a) lists three defining activities: procuring, counseling and
directing: Talent agency is defined as "a person or corporation who engages in the
occupation of procuring, offering, promising, or attempting to procure employment or
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OPPOSITION TO MOTION FOR STAY

engagements for an artist or artists, except that the activities of procuring, offering, or
promising to procure recording contracts for an artist or artists shall not of itself subject a
person or corporation to regulation and licensing under this chapter. Talent agencies may,
in addition, counsel or direct artists in the development of their professional
careers.”
No court has ever ruled that it is unlawful for an unlicensed person to counsel or
direct an artist. There is nothing in the Act saying anyone can engage in those activities,
but the other defining activity is reserved for licensees.
There is no accompanying probationary provision to procurement, no allowance
provision for counseling and directing: the enforcement is arbitrary. With no further
delineation, how would anyone know they cannot engage in one of them but can engage
in the other two? As no reasonable person can answer this question simply by reading the
Act as written, it cannot not pass scrutiny.
Had the Legislature wanted to bar unlicensed persons from procuring employment
for an artist, the logical action was to have codified verbiage that said just that: “Only
licensees can procure or effort to procure employment for an artist. It is a violation of the
act to engage in those activities without the requisite license.”
The Legislature did no such thing. Had the Legislature wanted to regulate conduct,
and not labels, they would have put an activity label – the Artist’s Procurement Act –
versus an occupational label, or at minimum, a title that incorporates all who procure, like
the Talent Representatives Act. After all, attorneys, personal managers, publicists and
producers all get involved in the procurement process and as enforced, only licensees can
procure. Plaintiffs argue the reason is the Legislature only wanted to regulate talent
agents.
Or at minimum, the Act could specifically speak to the conduct of procurement in the
way it did relating to the sale of an agency (§ 1700.30), places where artists can be sent to
work (§ 1700.33), where and how it can procure work for minors (§§ 1700.34, 1700.36),
who can visit the agency (§ 1700.35), secure employment where there are labor issues (§
1700.38), who they can share fees with (1700.39), and prohibiting agents from collecting
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fees to work for the artist or referring an artist to a service entity that they have a financial
interest in (§ 1700.40).
"Living under a rule of law entails various suppositions, one of which is that ‘[all
persons] are entitled to be informed as to what the State commands or forbids.'" FCC v.
Fox Television Stations, Inc., 132 S. Ct. at 2317. Unlike the above statutes, the TAA does
not expressly speak to procurement being regulated and thus does not reach the bar of
FCC.
The TAA also fails to elucidate on what is meant by procurement in 1700.4 (a).
Heitt v. United States, 415 F.2d 664 (1969) found a licensing scheme "designed to solicit
business in connection with the procurement thereof" unsupportable in law because the
term was “nowhere further defined.” Id. at 670.
… [A]s we have pointed out § 1714 defines all information
about foreign divorces designed to solicit business in procuring
a divorce as non-mailable matter, without limitation as to
whether the addressee has requested the information, regardless
of its truth or falsity, and regardless of the relationship between
the parties. In the case at bar, in fact, the information was sent
in response to inquiries. We can easily see, if the statute can
apply to the case at bar (and from the wording of the statute we
cannot say that it does not), that an attorney writing to a client
of long standing to discuss a question regarding a foreign
divorce, even one that the parties had already contemplated in a
face-to-face meeting, could realistically be uncertain whether
he was violating the statute. The trial court was concerned that
such businesses as airlines and hotels might unwittingly violate
§ 1714 by advertising or service to customers. These may be
reasonable interpretations of the statute as it is written. 
…
“In short, because the meaning of "solicitation" is not clear,
anyone who sends foreign divorce information through the
mails to another with whom he has a business relationship
cannot be certain whether his conduct is legal or not. As a
statute affecting speech, § 1714 fails to measure up to a strict
standard of specificity.” Id. at 671.

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OPPOSITION TO MOTION FOR STAY

 Like Heitt, with no further delineation of what procurement entails, the TAA, too,
fails to measure up to a strict standard of specificity.
The CLC gets its authority to penalize by impairing or voiding a found violator’s
contractual rights from Buchwald v. Superior Court, 254 Cal. App. 2d 347 (1967) which
as Plaintiffs’ Motion For Summary Judgment fully details, is judicial error and bad law;
misstating four State Supreme Court holdings where that Court took its authority to void
a violator’s contract.
“Since the clear object of the Act is to prevent improper persons
from becoming [talent agents] a contract between [the agent] and an
artist is void. See Wood v. Krepps, 168 Cal. 382, 386, Loving &
Evans v. Blick, 33 Cal. 2d 603; Albaugh v. Moss Construction, 125
Cal. App. 2d 126, 131-132. Contracts otherwise violative of the Act
are void (see Severance v Knight-Counihan, 29 Cal. 2d 561, 568;
Smith v. Bach, 183 Cal. 259, 262).”
Buchwald at 351.
All four of the higher court precedents hold that without a penalty provision,
adjudicators have no authority to void or otherwise infringe on a party’s contractual
rights. If Buchwald had properly followed those cases, as this Court is obliged to do, it
would have held that because the TAA has no penalty provision, neither it, the Labor
Commission, nor any adjudicator has the right to in any way affect a found violator’s
contractual rights.
In Wood v. Krepps, 168 Cal. 382, 386 (1914), upheld the contractual rights of an
unlicensed locksmith, holding that, “when the object of the statute or ordinance in
requiring a license for the privilege of carrying on a certain business is to prevent
improper persons from engaging in that particular business … the imposition of the
penalty amounts to a prohibition against doing the business without a license and a
contract made by an unlicensed person in violation of the statute or ordinance is void.”
With no penalty imposition, TAA contracts are not to be voided.
The parties in Wood faced a very analogous situation as the instant matter; a
licensing scheme that had not imposed a penalty. “The ordinance does not declare that a
contract made by any one in the conduct of the various businesses for which licenses are
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provided to be procured under the ordinances, shall, if a license is not obtained, be
invalid; nor is there any provision therein indicating in the slightest that this failure was
intended to affect in any degree the right of contract.” Id.
Smith v. Bach, 183 Cal. 259, 262 (1920) further elucidated on the rule: “The
imposition by statute of a penalty implies a prohibition of the act to which the penalty is
attached, and a contract founded upon such act is void.” The TAA has no penalty statute
and thus does not have, per Smith, the authority to void a contract.
Loving & Evans v. Blick, 33 Cal. 2d 603, 608-09 (1949) found that, “it has been
repeatedly declared in this state that ‘a contract made contrary to the terms of a law
designed for the protection of the public and prescribing a penalty for the violation
thereof is illegal and void, and no action may be brought to enforce such contract.’”
Gatti v. Highland Park Builders Inc., 27 Cal 2d 687, 689 (1947) further clarifies, “a
contract made contrary to the terms of a law designed for the protection of the public and
prescribing a penalty for the violation thereof is illegal and void, and no action may be
brought to enforce such contract.” The TAA does not prescribe a penalty, therefore there
is no prohibition to enforcing the parties’ contracts.
“If the statute does not provide expressly that its violation will deprive the parties to
sue on the contract and the denial of the relief is wholly out of proportion to the
requirements of public policy or appropriate individual punishment, the right to recover
will not be denied.” Severance v. Knight-Counihan Co., 29 Cal.2d 561, 572 (1947). As
the TAA has no statute expressly providing that its violation deprives parties the right to
sue on the contract, per Severance, that right is not to be denied.
Albaugh v. Moss Constr. Co., 125 Cal. App. 2d 126, 131-32 (1954) is a Contractors
Act dispute. That Act expressly prohibits non-licensees from engaging in the activities of
a contractor and expressly prohibits compensation for unlicensed work:
“Section 7030 makes it a misdemeanor for any
person who acts in the capacity of a contractor without a
license. Section 7031 provides that ‘No person engaged in
the business or acting in the capacity of a contractor, may
bring or maintain any action in any court of this State for
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 the collection of compensation for the performance of any
act or contract for which a license is required by this chapter
without alleging and proving that he was a duly licensed
contractor at all times during the performance of such act or
contract. … In order to be entitled to prevail in a legal
action, a contractor must allege and prove that he was
licensed at all times during the performance of his contract.
(Bus. & Prof. Code, 7031).”
The TAA has no such statutes – “The Act is silent – completely silent – on the subject of
the proper remedy for illegal procurement” (Marathon Supra at 985) – and therefore no such
prohibition. To rule otherwise makes §§ 7030 and 7031 superfluous.
Defining [violations of law] and fixing penalties are legislative, not judicial,
functions. U.S. v Evans, 333 U.S. 483, 486. Creating remedies for unlawful behavior is “a
task outside the bounds of judicial interpretation.” Id. at 495.
“An administrative agency cannot by its own regulations create a remedy which the
Legislature has withheld. 'Administrative regulations that alter or amend the statute or
enlarge or impair its scope are void and courts not only may, but it is their obligation to
strike down such regulations.'” Dyna-Med, Inc. v. Fair Empl. & Housing Comm., 43 Cal.
3d 1385, (1987) 1388. `It is fundamental an administrative agency may not usurp the
legislative function, no matter how altruistic its motives are.' Agricultural Lab. Relations
Bd. v. Superior Court, 16 Cal.3d 392, 419 (1976)." Defendant knows all this.
With no penalty provision, and creating penalties being a legislative, not judiciary
function, the Labor Commissioner is meting out penalties without judicial authority. As
the Supreme Court unequivocally stated: while the “strict constitutional safeguards
afforded to criminal defendants are not applicable to civil cases … the basic protection
against 'judgments without notice' afforded by the Due Process clause [citation] is
implicated by civil penalties.” BMW of America v. Gore, 517 U.S. 559, 574 (1995).
This is not just a line of judgments that favor the idea that no adjudicator, whether a
court or administrative agency, has the right to infringe on a contract without a clear
notice of remedy. “Where a statute fails to provide a penalty it has been uniformly held

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OPPOSITION TO MOTION FOR STAY

that it is beyond the power of the court to prescribe a penalty.” State v. Fair Lawn Service
Center, 120 A.3d 233, 236 (NJ 1956).
This Court is obliged to follow the uniformly held High Court holdings, including
the four California Supreme Court cases, and find that as the Labor Commissioner has no
authority to find that Plaintiffs violated the TAA and therefore in no way affect Plaintiffs’
contractual rights, there is no reason to stay this matter to allow the Labor Commission to
hear a case where no TAA violation can be found.

III. CONCLUSION

If you prick a personal manager, do we not bleed? We do.

If you poison a personal manager, do we not die? We will.
And we, like all other Americans, deserve to be treated in law like all others.
In law, no one can or should be entwined into a controversy when irrespective of the
individual facts, cannot be found to have violated a law and cannot be penalized for their
lawful actions.
With these understandings, it is clear Defendant’s Motion To Stay should be rejected,
at least until Plaintiffs’ Motion For Summary Judgment is adjudicated.

Dated August 22, 2022.

Respectfully Submitted,

Diane Pardoe and Sarah Pardoe, serving pro per

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OPPOSITION TO MOTION FOR STAY