Allison Siu v. Andrew O'Connor

Respondent asks the 16 Court to “enforce the $50,000 clause in the Judgment.” Respondent outlines the following 17 timeline of events and arguments in his Request for Order: 18 a. May 2017 – January 2022 – Respondent was employed at Tesla. Respondent states that 19 during his employment with Tesla he became intimately aware of the future value tied to 20 vehicles (like the Tesla Model 3) equipped with Full Self-Driving capability. 21 b. 4/22/2019 – Tesla hosts an investor presentation dubbed “Tesla Autonomy Day” to 22 discuss the future of Tesla vehicles and their autonomous driving features.

Executives 23 “outline how all Model 3s produced starting in April 2019 had the hardware capable of 24 Full Self Driving.” Tesla executives project that a single vehicle could generate $30,000 25 annually in gross profit once deployed on the Robotaxi network (similar to Waymo). 26 c. 6/19/2019 – Respondent purchases a brand new 2019 Tesla Model 3 with co-signer Frank 27 O’Connor. This occurs before the parties’ date of marriage. Respondent states, “The 28 vehicle cost $35,000, the autopilot software cost $10,000 and the state taxes and fees cost 29 $5,000.”

1 d. 7/30/2019 – Petitioner and Respondent marry. 2 e. 6/9/2020 – Respondent “paid off the vehicle loan.” 3 f. March 2022 – Petitioner requests a divorce. 4 g. 2/2/2023 – Parties “come up with a Marriage Settlement Agreement in a Google 5 document that outlines how assets are divided between both parties. The text from that 6 signed agreement state the economic and future value of the Tesla Model 3.” The Court 7 has reviewed the document referenced by Respondent. It is a Marital Settlement 8 Agreement signed by both parties on 2/2/2023.

The Court notes that this version of the 9 MSA (which the Court will label the “February 2023 MSA”) is not the same version of 10 the MSA that was incorporated into the Judgment. The February 2023 MSA includes the 11 following language: “As of August 21, 2022, the vehicle had 75,891 miles on the 12 odometer and a Kelly Blue Book value of $33,665. This $33,665 would be an example of 13 the purchase price Andrew would pay Allison if she decided to sell the vehicle, 14 depending upon the conditions listed below numerically.”

The Court notes that these 15 “conditions” include Respondent’s ability to inspect the vehicle, test drive it, take into 16 account any necessary repairs; a timeline for Respondent to obtain financing for the 17 purchase; and a reduction in purchase price if the vehicle “requires a re-purchase of the 18 software package” (which has a cost of $12,000 “as of August 22, 2022). The version of 19 the MSA that was incorporated into the Judgment was signed by both parties in May 20 2023 (which the Court will label the “May 2023 MSA”) did not include the terms recited 21 here. 22 h. 4/5/2023 – Per the parties’ settlement agreement, the Tesla Model 3 is transferred from 23 Respondent to Petitioner “with a value of $50,000 as written on the Certificate of Title.” 24 Respondent states Petitioner “gained $50,000 on this date in the form of a vehicle with 25 future value.” 26 i. 7/25/2023 – The Judgment is entered.

Respondent states the $50,000 clause was included 27 to protect his interest in the event the vehicle was ever sold, ensuring he would not lose 28 the present and future value tied to the Tesla Model 3 and its anticipated role in the 29 Robotaxi network.

1 j. 5/24/2024 – Petitioner is involved in a car accident but does not tell Respondent 2 k. 5/16/2025 – Petitioner is involved in a second car accident. 3 l. 6/17/2025 – Petitioner informs Respondent about the accident and indicated she was 4 working with insurance to fix the issue. Respondent states the tone and words of the 5 conversation led him to believe Petitioner still intended to honor their agreement. 6 m. 6/22/2025 – Respondent states, “@Tesla_AI Robotaxi officially launched to the public.” 7 Respondent states this satisfied the release of commercially viable, SAE level 5, full self- 8 driving (FSD) software to the public, which required moving ownership of the vehicle to 9 a joint LLC. 10 n. 6/23/2025 – Petitioner claims the Certificate of Title was signed over to the insurance 11 company for $36,000.

Respondent states this constituted a breach of the parties’ 12 agreement requiring Petitioner to give Respondent the first right to purchase the vehicle. 13 o. 6/26/2025 – A CARFAX report (attached as Exhibit E) to Respondent’s declaration 14 states: “Salvage Title / Certificate Issued.” 15 p. 7/12/2025 – Respondent calls Petitioner who tells Respondent that insurance paid out 16 $36,000 for the damaged vehicle and she bought another Tesla with the proceeds. 17 Respondent asks Petitioner if the new Tesla will be put under a newly formed LLC. 18 Petitioner states the new Tesla is under a new VIN number and so she is not obligated to 19 do so. 20 q. 8/18/2025 – Respondent sends Petitioner a demand letter offering for Petitioner to buy 21 out Respondent’s stake in the vehicle. 22 r. 8/29/2025 – The parties have a phone call.

Petitioner indicates she “does not have to 23 honor their Judgment.” Petitioner also states that she does not want to have an LLC 24 anymore. Respondent writes in his declaration, “I agree a jointly owned LLC may have 25 made sense in 2023, but it no longer makes sense in 2025.” 26 3) On 12/31/2025, Petitioner filed a Responsive Declaration asking the Court to deny Respondent’s 27 request to enforce the $50,000 provision and find there was no breach of the Judgment terms. 28 Petitioner states she was involved in a car accident in May of 2025 and the other driver was at 29 fault.

Petitioner states she worked with her insurance company and a mechanic, believing the

1 damage could be repaired and insurance would cover it. However, the insurance company 2 deemed the car a total loss and Petitioner was given options how to move forward with a salvage 3 title. Petitioner “chose to take the payout since either way the car was now salvaged and I needed 4 to purchase a new vehicle.” Petitioner states the parties’ Marital Settlement Agreement “did not 5 lay out what I was supposed to do if the car was totaled.” Petitioner states, “My understanding of 6 the situation is that it was a forced sale, in which I could not actually set the terms in any 7 meaningful way.”

Regarding Respondent’s claim that Petitioner breached the parties’ agreement 8 by failing to create an LLC and transfer title of the Tesla to the LLC, Petitioner states the only 9 evidence Respondent provides that Tesla Model 3s have Full Self Driving capability is a “tweet 10 from June about a robotaxi launching in Austin.” Petitioner states, “My own research into the 11 situation shows that Tesla is doing limited releases of Full Self Driving with cars the company 12 owns but has continued to push out the release to privately owned cars.

If Respondent cannot 13 support this contention with any more evidence than one 6-month-old tweet that references a city 14 neither of us live in, I do not think that is adequate proof of any breach on my part.” 15 4) Respondent’s 10/31/2025 Request for Order was originally set for hearing on 1/13/2026. 16 However, due to a non-stipulation to a Judge Pro Tem hearing the matter, the hearing was 17 continued to 3/10/2026. 18 5) On 1/16/2026, Petitioner filed a Memorandum of Points and Authorities.

Petitioner argues that 19 because she was “in a situation that was not contemplated by the Agreement, she was not ruled by 20 the provisions therein and cannot have violated them.” Petitioner further argues that Respondent 21 has not proven that the clause requiring her to transfer the Tesla to an LLC has been triggered 22 because there is nothing to show that “Tesla robotaxi” is the same thing as Full Self Driving, 23 there is no evidence of this feature being released in California, and there is no evidence that 24 Tesla robotaxi actually launched in Austin “such as an official notice to owners, or a press release 25 from the company.”

Petitioner also states that even if the provision had been triggered, she has no 26 duty to transfer her new Tesla into the LLC. Petitioner states, “The MSA is clear that the vehicle 27 to be transferred is the 2019 Tesla Model 3, with the VIN listed after every mention of the car. To 28 the extent Andrew is seeking this relief, it is inappropriate under the MSA.” Petitioner further 29 argues that the insurance company’s determination that the Tesla was totaled functioned like a

1 condemnation of property and she was forced to transfer title of the vehicle to the insurance 2 company. Petitioner states she “did not hold the vehicle out for sale and bypass Andrew’s right to 3 purchase it first. There was no intent to sell the car, and as such, the Right of First Refusal was 4 not triggered. Because the right was not triggered, it was also not violated.” 5 6) On 2/26/2026, Respondent filed a Supplemental Declaration. Respondent states, “In California, 6 ownership changes when the Certificate of Title changes.

It changed to the insurance company 7 with the transfer of Title from one party to another. Allison received money from the insurance 8 company. This constitutes a sale.” Respondent also states he was not given an opportunity to 9 inspect the vehicle and reduce the purchase price due to any necessary repairs. Respondent states, 10 “In the weekend of July 26-27, 2025 Tesla launched a Robotaxi service in the San Francisco Bay 11 Area...” Respondent argues that the MSA does not condition the transfer-to-LLC or revenue- 12 sharing provision on the continued physical operability of the specific vehicle, but rather on the 13 release by Tesla, Inc. of commercially viable, SAE Level 5 full self-driving software to the 14 public.”

Respondent includes a link of the Tesla Q4-2025 investor call wherein Respondent 15 quotes CEO Elon Musk as stating, “We expect to have fully autonomous vehicles in, you know 16 probably, I don’t know somewhere between a quarter and a half of the United States by the end of 17 the year, pending regulatory approval... A big factor would be if there’s some kind of federal 18 preemption for autonomous vehicles. In the absence of that, you kind of have to go on a city by 19 city or state-by-state basis...

In the last couple of weeks we had started our unsupervised 20 robotaxi service to public customers in Austin... Separately, we did scale the fleet size in the Bay 21 Area and in Austin... In terms of Robotaxi vehicles carrying paid customers, I think we’re well 22 over 500 at this point between the Bay Area and Austin.” 23 7) The prior 3/10/2026 hearing was continued to 5/12/2026 to provide the Court with additional time 24 to review the pleadings. 25 8) On 5/6/2026, Petitioner filed a Supplemental Declaration.

Petitioner raises for the first time in her 26 filed pleadings a request for the Court to award her reasonable attorney’s fees as a prevailing 27 party. Petitioner states, “In our Marriage Settlement Agreement, Respondent and I agreed that if 28 either of us filed an action to enforce any of the terms of the agreement, the prevailing party 29

1 would receive attorney’s fees.” Petitioner states she has paid her attorney $12,107.74 in attorney’s 2 fees to date. 3 9) The Court notes that in requesting prevailing party attorney’s fees, Petitioner relies on the 4 February 2023 MSA, which was not incorporated into the Judgment filed on 7/27/2023. The May 5 2023 MSA (that was incorporated into the Judgment) does not contain a prevailing party 6 attorney’s fee provision and is totally silent regarding attorney’s fees. 7 10) On 5/6/2026, Petitioner’s attorney filed a declaration in support of Petitioner’s request for 8 attorney’s fees.

Petitioner’s attorney quotes Paragraph 11.8 of the February 2023 MSA as stating: 9 “Except as to reserved issues, the prevailing party in any action or proceeding to enforce or 10 modify any provision of this agreement, or any provision of a subsequent judgment into which 11 the provision is merged, shall be awarded reasonable attorney fees and costs.” Petitioner’s 12 attorney states that Petitioner has incurred $12,107.74 in attorney’s fees to date and Petitioner’s 13 attorney anticipates that Petitioner will incur an additional $1,575 in attorney’s fees and costs 14 through the preparation and filing of the Findings and Order After Hearing. 15 11) On 5/6/2026, Petitioner filed an Income and Expense Declaration. 16 12) Respondent has filed no pleadings since his 2/26/2026 Supplemental Declaration. 17 B.

Findings and Order 18 1) Marriage of Iberti (1997) 55 Cal.App.4th 1434, 1439 provides: “When the language of the 19 judgment incorporating the marital settlement agreement is clear, explicit, and unequivocal, and 20 there is no ambiguity, the court will enforce the express language.” Moreover, “Extrinsic 21 evidence of the parties' intentions is inadmissible to vary, alter, or add to the terms of an 22 unambiguous agreement.” 23 2) Civil Code section 1644 provides: “The words of a contract are to be understood in their ordinary 24 and popular sense, rather than according to their strict legal meaning; unless used by the parties in 25 a technical sense, or unless a special meaning is given to them by usage, in which case the latter 26 must be followed.” 27 3) Petitioner was the victim of a traffic accident, the insurance company deemed the vehicle a total 28 loss, and Petitioner thereafter collected an insurance payout.

The Court finds this was not a “sale” 29 as that term is ordinarily and popularly used. Moreover, Respondent has provided no extrinsic

1 evidence to prove that, when the parties entered into the May 2023 MSA, they intended for an 2 insurance payout to constitute a sale. The Court finds that Petitioner did not breach the parties’ 3 agreement when she transferred title to the insurance company and accepted the insurance payout. 4 Respondent’s request for $50,000 is denied. 5 4) Even if Tesla, Inc. has at this point released “commercially viable, SAE Level 5, full self-driving 6 (FSD) software to the public that does not require human intervention,” by the clear and 7 unambiguous terms of the Judgment, this clause applied to the specific 2019 Tesla Model 3 (VIN 8 ending in 9939).

Respondent asks the Court to make a finding that it is possible the vehicle could 9 have been repaired and its revenue-generating capabilities restored, and he complains that he was 10 not given an opportunity to explore those claims. However, the May 2023 MSA does not require 11 Petitioner to provide Respondent with that opportunity, and it is undisputed that the insurance 12 company deemed the vehicle to be totaled. The Court finds Petitioner was not required to transfer 13 the totaled vehicle to an LLC, and to rule otherwise would lead to an absurd result.

Respondent’s 14 request that the Court find that Petitioner breached the parties’ agreement by not transferring the 15 2019 Tesla Model 3 (VIN ending in 9939) to an LLC is denied. 16 5) The Court finds that Petitioner’s request for prevailing party attorney’s fees is untimely and is 17 denied without prejudice to a properly noticed request. If Petitioner chooses to file a new request 18 seeking prevailing party attorney’s fees in this Court, Petitioner must explain: (a) why Petitioner’s 19 claim should be adjudicated in family court rather than general civil court, given that the February 20 2023 MSA appears to be a standalone contract and was not incorporated into the Judgment; and 21 (b) whether the May 2023 MSA, which was incorporated into the Judgment, supersedes the 22 February 2023 MSA. 23 6) The Court will prepare the Findings and Order After Hearing. 24

28

29