1

Filed 11/8/23 Khosla Ventures IV v. Neutron Holdings CA1/1

NOT TO BE PUBLISHED IN OFFICIAL REPORTS

California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or or dered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

FIRST APPELLATE DISTRICT

DIVISION ONE

KHOSLA VENTURES IV, L.P. et al ., Plaintiffs and Appellants,

v. NEUTRON HOLDINGS, INC., et al., Defendants and Resp ondents. A165507
(San Francisco City & County Super. Ct. Nos. CGC

20

- 584188, CGC

- 22

- 598524)

Plaintiffs Khosla Ventures IV, L.P., and Khosla Ventures IV (CF) L.P. ( collectively K

V ) are venture capital funds that invested heavily in startup Boosted, Inc. (Boosted) , a manufacturer of electric skateboards. Defendant Neutron Holdings, Inc. do ing business as Lime (Lime ) , is a company that
offers shared electric scooters and other vehicl es

. By 2019 , [REDACTED]

. This kind of deal is known in the industry as an “acqui

- hire.” Shortly after commencing discussions with Lime, K V began pursuing a different deal with [REDACTED], whereby [REDACTED] would provide an infusion of capital and become Boosted’s majority shareholder

. N either deal came to fruition , although Lime, with KV’s and Boosted’s

a ssistance , hired 11 Boosted employees

. Without additional capital, Boosted2

was unable to stave off foreclosur e by one of its lenders and its assets were
sold at an auction at which Lime was a bidder. In the wake of Boosted’s failure, K V brought two actions that were consolidated in the superior court. The first was against Lime and certain of
its officers 1 alleging fraud and other business tort s

. 2 The second was directed
at the foreclosure alleging breach of contract and seeking specific performance and declaratory relief against Boosted’s creditors , Lim e, and another purchaser of some of Booste d’s assets

. 3 The court granted defen se motions for summary judgment. We affirm

. BACKGROUND 4 [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED]

1 Th e se officers were David Richter ( Lime’s chief business officer (CBO)) , Brad Bao ( its chief executive officer (CEO)) , and Michael Hillman ( its

v ice

- p resident of hardware (VP of Hardware))

.

2 KV brought “certain of these tort claims on behalf of non

- party [Boosted], as the purchaser and assignee of any and all commercial tort claims held by Boosted against Lime.”

3 Defendants Stru ctural Capital Investments II, LP (Structural), Ocean II PLO LLC (Ocean), and Shojin Enterprises, LLC (Shojin) eventually settle d with KV and are no longer parties to th e second action and this appeal.

4 The trial court also granted motions to seal portions of the record. The parties have therefore filed redacted briefs and also unredacted briefs under seal.3

[REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] Exercising its right to foreclose on Boosted’s assets, St r uctural issued
notification of a foreclosure sale scheduled for March 17 th

. Ocean and Lime , in turn, entered into an indemnity agreement, by which Ocean agreed to indemnify Lime for any losses “ sus tained by them arising out of any Action brought by KV alleging that Lime breached the [Mutual Nondisclosure Agreement between Lime and Boosted] or committed any tort against4

[Boosted] in connection therewith, by hiring certain of [Boosted’s] employees

or by failing to purchase any of [Boosted’s] assets. ” The day before the scheduled sale, San Mateo County issued a Covid
shelter

- in

- place order

. The order had an excep tion for travel related to basic operations of financial institutions. [REDACTED]
DISCUSSION Standard of Review We review de novo the superior court’s grant of summary judgment. ( Aguilar v. Atlantic Richfield Co . (2001) 25 Cal.4th 826, 860 ( Aguilar ); Gu z v. Bechtel National, Inc . (2000) 24 Cal.4th 317, 334 ( Guz ) .) In general, summary judgment “shall be granted if .

. . there is no triable issue as to any material fact.

. . . In determining if the papers show that there is no triable issue as to any material fact, the court shall consider all of the evidence set forth in the papers .

. . and all inferences reasonably deducible from the
evidence .

. . [unless] contradicted by other inferences or evidence that raise a triable issue as to any material fa ct.” (Code Civ. Proc., § 437c, subd. (c).) The moving party bears the burden of showing, to a degree equal to the standard of proof at trial, that there is no issue of material fact on any cause of action; if the moving party succeeds, then the opposing party bears the burden of presenting competent evidence raising an issue of material fact. ( Aguilar , supra , 25 Cal.4th at p. 845; see Code Civ. Proc., § 437c, subd. (p)(2).)
We therefore “determine with respect to each cause of action whether the
defendan t seeking summary judgment has conclusively negated a necessary element of the plaintiff ’ s case, or has demonstrated that under no hypothesis is there a material issue of fact that requires the process of trial, such that the defendant is entitled to judgm ent as a matter of law.” ( Guz, supra , 24 Cal.4th at p. 334.) W e “ ‘ liberally construe plaintiffs’ evidentiary5

submissions and strictly scrutinize defendants’ own evidence, in order to resolve any evidentiary doubts or ambiguities in plaintiffs’ favor. ’ ” ( Lopez v. American Medical Response West (2023) 89 Cal.App.5th 336, 342 .)
Fraud and Misrepresentation Cause s of Action

“ The essential elements of fraud that give rise to a cause of action for deceit or intentional misrepresentation are: (a) misrepresentation (false representation, concealment, or nondisclosure); (b) knowledge of falsity (or scienter); (c) intent to defraud, i.e., to induce reliance; (d) actual and justifiable reliance; and (e) resulting damage. (See Engalla v. Permanente Medical Group, Inc. (1997) 15 Cal.4th 951, 974

. . . [elements of intentional misrepresentation]; Lazar v. Superior Court (1996) 12 Cal.4t h 631, 638

. . . ;

see [Civ. Code,] §§ 1709, 1710.) ” ( Berry v. Frazier (2023) 90 Cal.App.5th 1258, 1268

– 1269.) “A promise of future conduct is actionable as fraud only if made without a present intent to perform. (Civ. Code, § 1710, subd. (4); Tarmann v . State
Farm Mut. Auto. Ins. Co. (1991) 2 Cal.App.4th 153, 158

– 159. . . .) ‘ “A declaration of intention, although in the nature of a promise, made in good faith, without intention to deceive, and in the honest expectation that it will be fulfilled, even though it is not carried out, does not constitute a fraud. [Citation.]” ’ ( Edmunds v. Valley Circle Estates (1993) 16 Cal.App.4th 1290,
1301 . . . , quoting Church of Merciful Saviour v. Volunteers of America (1960) 184 Cal.App.2d 851, 859. . . .) ” ( Magpali v. Farmers Group, Inc. (1996)
48 Cal.App.4th 471, 481 ( Magpali ).)
Thus , “ ‘ “something more than nonperformance is required to prove the defendant’s intent not to perform his promise.” [Citations.] .

. . [I]f plaintiff adduces no further evidence of fraudulent intent than proof of nonperformance of an oral promise, he will never reach a jury.’ ( Tenzer v.6

Superscope, Inc . (1985) 39 Cal.3d 18, 30

– 31. . . .) ” ( Magpali, supra,
48 Cal.App.4th at p. 481.) “ [A]s in Tenzer , we stress that the intent element of promissory fraud entails more than proof of an unkept promise or mere failure of performance. We note also that promissory fraud, like all forms of fraud, requires a showing of justifiable reliance on the defendant’s misrepresentation. ” ( Riverisland Cold Storage, Inc. v. Fresno

- Madera Production Credit Assn . (2013) 55 Cal .4th 1169, 1183.)
KV maintains there is [REDACTED]. Lime’s Interest i n The Deal KV’s promissory fraud theory with respect to Lime’s intent to consummate the deal is that Lime, mid

- way through negotiations, decided t o simply raid Boosted’s employee roster instead of proceeding with the proposed deal to pay Boosted $30 million in stock for s ome i ntellectual property and 10 Boosted employees

. In other words, KV claims it was essentially betrayed after assisting Lime in acqui ring Booste d talent

. We begin with s everal observations. One, even before Lime prepared
and forwarded the first nonbinding proposed term sheet, Booste d was in serious financial difficulty and [REDACTED]. Two, KV has never claimed that Lime’s hiring of either Hillman or any other Boosted employees was wrongful. To the contrary, in respond ing to defendant’s assertio n “that ‘[i]f [KV] is now attempting to argue that Lime’s hiring of Boosted employees constituted independently wrongful conduct” it has forfeited such a claim, KV
stated in its closing brief that it “has not made

— and does not make

— that claim.” Three, the proposed [REDACTED]

. ( See Civ. Code, 1710, subd. (4) ;

see also SCC A cquisitions
, I nc. v . C entral P

acific B ank (2012)
207 C al .A pp .4 th 859, 865 [The “face of the term sheet indicated in the most clear language, it was not a promise to extend the loan. The term sheet itself7

could not be deemed a misrepresentation that the loan would be extended.”] .)
T o the contrary, [REDACTED].
The “key” circumstan tial evidence that KV clai ms creat es a triable
issue that “ Defendants planned to abandon the $30 million deal and simply hire away the Boosted employees they wanted,” is a [REDACTED]. [REDACTED] [REDACTED] [REDACTED]
K V maintains [REDACTED] and [REDACTED] e
- mails are “compelling circumstantial evidence” that [REDACTED]. [REDACTED] [REDACTED]
It is true that a party opposing summary judgment “ may rely upon inferences, but ‘ those inferences must be reasonably deducible from the evidence, and not such as are derived from speculation, conjecture, imagination, or guesswork. [Citation.] ’ ( Joseph E. Di Loreto, Inc. v. O'Neill (1991) 1 Cal.App.4th 149, 161

. . . .) ” ( Joshi v. Fitness International, LLC (2022) 80 Cal.App.5th 814, 823 .) The inferences KV urges here, however, are not reasonably deducible from the evidence. Lime’s Valuation [REDACTED] [REDACTED]. [REDACTED] [REDACTED] [REDACTED]8

[REDACTED] 5

“ Reliance exists when the misrepresentation or nondisclosure was an immediate cause of the plaintiff's conduct which altered his or her legal relations, and when without such misrepresentation or nondisclosure he or she would not, in all reasonable probability, have entered into the contract or
other transaction. ( Spinks v. Clark (1905) 147 Cal. 439, 444; 5 Witkin, Summary of Cal. Law (9th ed. 1988) Torts, § 711, p. 810.) ‘ Except in the rare case where the undisputed facts leave no room for a reasonable difference of opinion, the question of whether a plaintiff ’ s reliance is reasonable is a question of fact ’ ( Blankenheim v. E.F. Hutton & Co . (1990) 217 Cal.App.3d 1463, 1475

. . . ; Gray v. Don Miller & Associates, Inc . (1984) 35 Cal.3d 498,

5 KV asserts we should not consider [REDACTED ]. KV claims t he general rule that an appellate court “review[s] results and not reasoning ” ( Travis v. Brand (2023) 91 Cal.App.5th 996, 1006 ) does not apply in the summary judgment context , citing Y.K.A . Industri e s, Inc. v. Redevelopment Agency of City of San Jose (2009) 174 Cal.App.4 th 339. In that case, the appellate court stated, “ b ecause we view this record as insufficient on which to resolve that issue and others, we decline to accept the Agency and Grayson ’ s invitation to exercise our discretion under [Code of Civil Procedure] section 437c, subdivision (m)(2) to address any other bases on which summary judgment was sought, or might have been sought, but not granted as alternate grounds for affirmance of the judgment. ” ( Id . at p. 363, fn. 27.) A s the court’s comment makes clear, it dec lined to reach the tendered issue due to the inadequacy of the record before it , not because the usual rule that we review a trial court’s judgment, not its reasoning, does not apply in the summary judgment context. To the contrary, w here the record is ad equate it is well established that “ when a trial court relies upo n erroneous reasoning, its ruling granting a motion for summary adjudication will be affirmed if it is nonetheless correct on any grounds that appear in the record and the opposing party had an adequate opportunity to address it. ” ( Angelica Textile Service s, Inc. v. Park (2013) 220 Cal.App.4 th 495, 508

– 509 ( Angelica Textile ) .) Here, defendants raised the issue of justifiable reliance in their moving papers , and KV address ed the issue in its opposition

. Thus, unlike in Y.K.A., we do have a complete record on this issue.9

503

. . . [ ‘ [w]hether reliance is justified is a question of fact for the
determin ation of the trial court ’ ]; Guido v. Koopman (1991) 1 Cal.App.4th 837, 843

. . . [ ‘ the reasonableness of the reliance is ordinarily a question of
fact ’ ].) ‘ However, whether a party ’ s reliance was justified may be decided as a
matter of law if reasonable m inds can come to only one conclusion based on
the facts. ’ ( Guido v. Koopman , supra , 1 Cal.App.4th at p. 843.) ” ( Alliance Mortgage Co. v. Rothwell (1995) 10 Cal.4th 1226, 1239 .) “[U] nless the plaintiff merely seeks to rescind the contract, it must suffer actual monetary
loss to recover on a fraud claim. ” ( Id . at p. 1240.) We need not decide whether KV’s supposed reliance on the $2.4 billion valuation, knowing full well its source and purpose, and having every opportunity to conduct due diligence b ut failing to do so , was, in and of itself, “reasonable,” as there is no triable issue that any such reliance was
detrimental and caused actual monetary loss

. KV maintains it suffer ed actual economic detriment [REDACTED]. KV’s first claim

— that it would have insisted on Boosted receiving more
shares

— fails to establish actual economic loss because the proposed deal was never consummated. In other words, Boosted did not receive “fewer” shares than it otherwise supposedly should have. As Lime apt ly states , [REDACTED]. [REDACTED ]. This is simply an attempt to bootstrap an unpleaded
breach of contract claim into the cause of action for fraudulent misrepresentation. KV alleged no breach of contract claim, oral or written. Indeed, [REDACTED].
KV ’s second claim

— that it [REDACTED].
In su m, summary judgment was properly granted on KV’s fraud causes of action for multiple reasons.10

Contractual Interference Cause of Action “Tortious interference with contractual relations requires ‘(1) the
existence of a valid contract between the plaintiff and a third party; (2) the defendant’s knowledge of that contract; (3) the defendant ’ s intentional acts designed to induce a breach or disruption of the contractual relationship; (4) actual breach or disruption of the contractual relationship; an d (5) resulting damage.’ ” ( Ixchel Pharma, LLC v. Biogen, Inc . (2020) 9 Cal.5th 1130, 1141 ( Ixchel Pharma

) , citing Reeves v. Hanlon (2004) 33 Cal.4th 1140, 1148 ( Reeves ) .) “ To establish the claim, the plaintiff need not prove that a
defendant acted with the primary purpose of disrupting the contract, but
must show the defendant ’ s knowledge that the interference was certain or substantially certain to occur as a result of his or her action.” ( Reeves , at p

. 1148.) KV’s [REDACTED].
T o begin with, th e re is no evidence raising a triable issue that [REDACTED]

. [REDACTED] [REDACTED] [REDACTED] [REDACTED]
In short, no evidence raises a triable issue that Lime , by recruiting Boosted employees, interfere d in the contractual relations between Boosted
and Structural. The Intentional Interference w ith Prospective Economic Advantage Cause of Action
Tortious interference with prospective economic advantage, unlike intentional interference with contractual relations, “does not depend on the11

existence of a legally binding contract. A plaintiff asserting this tort must show that the defendant knowingly interfered with an ‘ “ ‘ economic relationship between the plaintiff and some third party, [which carries] the probability of future economic benefit to the plaintiff. ’ ” ’ ( Korea Supply Co. v. Lockheed Martin Corp. (2003) 29 Cal.4th 1134, 1153. . . .)” ( Ixchel Pharma,

supra, 9 Cal.5th at p. 1141.) In its complaint, KV alleged that Lime “engaged in wrongful, intentional acts designed to disrupt [KV] and Boosted from consummating an
alternative transaction.” These assertedly wrongful acts were “(1) misapp ropriating Boosted’s trade secrets, (2) using Boosted’s confidential information for improper purposes, (3) misrepresenting that Lime was genuinely considering acquiring the assets and employees of Boosted and concealing that Lime’s true intention

. . . to continue to entice Boosted to disclose its confidential information under the guise of due diligence for a transaction that was never going to happen, (4) misrepresenting that Lime was genuinely considering a business relationship with Boosted and
conceal ing Lime’s true intention in order to prevent Boosted from being acquired or financed by another party, and (5) inducing Plaintiffs to make bridge loans to Boosted to keep it operational during the purported ‘due diligence’ period and provide Defendants wi th more time to review and access
Boosted’s confidential information.” The trial court granted summary judgment on this cause of action on two grounds: it was preempted by the California Uniform Trade Secret Act12

(CUTSA) (Civ. Code, § 3426 et seq.), 6 and the court had granted summary judgment on KV’s fraud and intentional misrepresentation causes of action. 7 “CUTSA provides the exclusive civil remedy for conduct falling within its terms, so as to supersede other civil remedies ‘based upon misappropria tion of a trade secret.’ ( [Civ. Code,] § 3426.7, subds. (a), (b).)” ( Silvaco Data Systems v. Intel Corp . (2010) 184 Cal.App.4th 210, 236 ( Silvaco ), disapproved on other grounds in Kwikset Corp. v. Sup. Ct . (2011)
51 Cal.4th 310, 337.) Accordingly, KV does not dispute that the CUTSA preempts the bulk of its claims alleged in this cause of action . Rather, it claims at this point that it “identified at least one viable theory regarding intentional wrongful acts that were not based upon the misrepresentation of
a trade secret ”

— that Lime “ ‘ induced [ it ] to make bridge loans to [ Boosted ]

. . . provid[ing] [Lime] with more time to review and access Boosted’s confidential information,” an intentional act designed to disrupt KV and [REDACTED] from consummating an alternative transaction.
KV relies on Angelica Textile , supra, 220 Cal.App.4th 495, which explains CUTSA “does not displace noncontract claims that, although related to a trade secret misappropriation, are independent and based on fac ts distinct from the facts that support the misappropriation claim.” ( Id. at

p. 506.) “ ‘[T]he determination of whether a claim is based on trade secret misappropriation is largely factual.’ ( Angelica Textile , 220 Cal.App.4th at

6 “The terms ‘displacement,’ ‘preemption,’ and ‘supersession’ have all been used to describe CUTSA’s effect.” ( Erhart v. BofI Holding, Inc . (S.D. Cal. 2020) 612 F.Supp.3d 1062, 1117 , fn. 24 .)

7 Specifically, the trial court ruled KV’s first four claims were preempted by CUTSA and, as to KV’s fifth claim, ruled it had already granted summary judgment on KV’s fraud claims.13

p. 505.) CUTSA preempts /supersedes civil, non

- contract claims ‘based on the same nucleus of facts as trade secret misappropriation.’ ” ( Deerpoint Group, Inc. v. Agrigenix, LLC (E.D.Cal. 2018) 345 F.Supp.3d 1207, 1236.) “Following the nucleus of facts test, numerous courts have held that CUTSA supersedes other state

- law claims where the wrongdoing alleged is the misappropriation of trade secret information. See, e.g., SunPower Corp. v. SolarCity Corp., No. 12

- cv
- 00694

- LHK,

. . . 2012 WL 6160472, at *13 (N.D.Cal. Dec. 11, 2012) (dismissing CLUC claims as preempted by CUTSA
where ‘ while stated in various ways, each [claim] alleges in essence that Defendants [misappropriated] .

. . proprietary information ’ ); K.C. Multimedia,
Inc

. [ v. Bank of America Technology & Operations
, Inc. (2009)
171 Cal.App.4 th 939, 960

– 963] (holding breach of confidence, interference with contract, and CLUC claims were superseded because ‘ the conduct at the
heart of ’ the common law and CUTSA claim was ‘ the asserted disclosure of
trade secr ets ’ ). In other words, common law tort claims are displaced by CUTSA where they ‘ do not genuinely allege “ alternative legal theories ” but are a transparent attempt to evade the strictures of CUTSA by restating a trade secrets claim as something else. ’ Si lvaco [, supra, 184 Cal.App.4th at p. 239]. But a common law tort claim is not displaced by the CUTSA where the alleged wrongdoing ‘ is not based on the existence of a trade secret. ’ Angelica
Textile [, supra, ] 220 Cal.App.4th [ at p. 508 ] .” ( Zomm, LLC v. A pple Inc

. (N.D.Cal. 2019) 391 F.Supp.3d 946, 954.) It is readily apparent that under this authority, KV’s remaining claim is also foreclosed by CUTSA as it is based on [REDACTED]. [REDACTED] [REDACTED]. [REDACTED]14

[REDACTED] [REDACTED] [REDACTED] [REDACTED] In sum, summary judgment was properly granted on KV’s interference with prospective economic advantage cause of action on multiple grounds

. The Declaratory Relief Cause of Action In the foreclosure case, KV alleged that the March 2020 sale was
invalid and sought a declaration that it retained lien rights in the Boosted assets Lime acquired at the sale. KV alleged specifically that the sale was conducted pursuant to void “ ‘ Public Sale Notice s ’ ” “ because the San Mateo County shelter

- in

- place order prevented potential bidders from appearing at the auction site designated in the notices.” It also alleged Structural and Ocean breached the intercreditor agreement by failing to continue or renotice
the foreclosure sale after the s helter

- in

- place order was issued. Thus, it

assert s “because Lime participated in the foreclosure sale ‘with knowledge
that that sale was being conducted pursuant to void Public Sale Notices

. . . Lime was not a ‘ good faith transferee .’ ”
The trial court granted summary judgment on th is cause of action as to Lime “for the reasons set forth in the companion ruling on

. . . Structural’s [and] Ocean [ ’s ] motion for summary judgment

. ” Those were: declaratory
relief is not available under Commercial Code section 9625 ; KV failed to “ ‘set forth plainly and concisely any other material facts the opposing party
contends are disputed’ as required by Code of Civil Procedure section 437c(b)(3) ; ” and KV failed to demonstrate the p ublic s ale n otices were in
violat ion of either the shelter

- in

- place order or the intercreditor agreement

.15

On appeal, KV focuses solely on the court ’s first ruling

— that declaratory relief is unavailable under Commercial Code section 9625. It
does not address the other two grounds on which the court granted summary judgment

. As a result, KV has forfeited any claim that the trial court erred in granting summary judgment on either of these two grounds, and we can affirm the summary judgment on its declaratory relief cause of action for this reason, alone. “ When a trial court states multiple grounds for its ruling and appellant addresses only some of them, we need not address appellant ’ s arguments because ‘one good reason is sufficient to sus tain the order from which the appeal was taken.’ ” ( People v. JTH Tax, Inc. (2013)
212 Cal.App.4th 1219, 1237, quoting Sutter Health Uninsured Pricing Cases (2009) 171 Cal.App.4th 495, 513; see Christoff v. Union Pacific Railroad Co

. (2005) 134 Cal.App.4t h 118, 125 [“Plaintiff on appeal makes no argument
whatsoever on the issue of causation. One of the grounds upon which defendant sought summary judgment was that there was no evidence it caused the injuries. The trial court determined defendant’s conduct was not a legal cause of plaintiff’s injuries. . . . Defendant argues plaintiff has forfeited any challenge to summary judgment based on lack of causation. We agree with defendant.”]

. ) Accordingly, we need not consider the merits of any of the three grounds on which the trial court ruled. Nevertheless, it is readily apparent the court did not err in granting summary judgment on the second and third grounds it identified . A s the court pointed out, KV filed an opposition to the
defend ants’ summary judgment motion in the foreclosure action that attached declarations but contained no response to Lime’s separate
statement of material facts. “Glaringly, [KV] fail[ed] to ‘set forth plainly and concisely any other material facts the opposin g party contends are disputed,’16

as required by Code of Civil Procedure section 437c(b)(3). . . . [ KV ] also fail[ed] to introduce any of their own evidence to support [six of Lime’s undisputed material facts] thus violating the requirement in [Code of Civil Procedure] section 437c(b)(3) that ‘[e]ach material fact contended by the opposing party to be disputed shall be followed by a reference to the supporting evidence.’ The Court has discretion to disregard any evidence not contained in [KV’s] separate stat ement of material facts.” (Fn. omitted.) T he

court thus went on to conclude KV had failed to raise a triable issue as to
whether the lenders were a “financial institution” exempt from the shelter

- in

place requirements, or whether the p ublic s ale n otices were in violation of the intercreditor agreement. The court did not err in doing so. DISPOSITION The judgment is AFFIRMED

. Costs on appeal to respondents.17 _________________________ Banke, J.

We concur:

_________________________ Humes, P.J.

_________________________ 

### Bowen, J. *

**Judge of the Contra Costa County Superior Court, assigned by the Chief Justice pursuant to article VI, section 6 of the California Constitution.

A165507, Khosla Ventures v. Neutron Holdings