Daniel Cahn v. Daric Holdings Incorporated, et al.

9:00 25CV461494 Bryan Martin Order on Defendant General Motors 7 v. LLC’s Motion for Compliance under General Motors, LLC C.C.P. § 871.26 and for Sanctions

As this Motion was withdraw at the request of the moving party GM on August 28, 2026, this Motion is OFF CALENDAR.

SO ORDERED.

9:00 25CV471178 Daniel Cahn Order on Defendant Daric 8 v. Technologies, Inc.’s’ Motion to Daric Holdings Incorporated, Require Plaintiff to Post Undertaking et al. Under C.C.P. § 1030

See Line 8 below for complete tentative ruling.

After the hearing, the Court will prepare and file the formal Order.

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Line 8 Case Name: Daniel Cahn v. Daric Holdings Incorporated, et al.

Case No.: 25CV471178 Nonparty Daric Technologies, Inc. moves under Code of Civil Procedure Section 1030 to require Plaintiff Daniel Cahn (“Plaintiff”) to post an undertaking in the amount of $222,000, or such other amount as the Court deems appropriate, to secure Daric’s recoverable costs, arbitrator fees, and attorneys’ fees in this action, and staying this action until Plaintiff posts the required undertaking. Notice of Motion (the “Motion”) at 2:4-9 (filed: August 10, 2026). The Motion is made on the grounds that Plaintiff resides outside the State of California and Daric Technologies, Inc. has a reasonable possibility of obtaining judgment in this action. Id. at 2:10-12.

The Motion came on for hearing on September 9, 2026, at 9:00 AM in Department 16. After reviewing all the papers and the record, and giving counsel for all parties and the moving nonparty the full and fair opportunity to be heard, the Court finds and rules as follows.

Fact Allegations & Procedural Posture

Plaintiff Daniel Cahn, a Maryland and Florida resident with advanced degrees in engineering and business and over fifteen years of experience in technology leadership roles, alleges that Defendant Daric Holdings Incorporated recruited him from a $300,000-per-year position at Amazon by representing that: (a) Daric Holdings Incorporated had a mature, revenue-generating relationship with SAP, (b) approximately 50–60 existing clients would be upsold Daric Holdings Incorporated’s product in the coming months, (c) Daric Holdings Incorporated projected $25 million in revenue for both 2023 and 2024, and (d)the software would be priced at $1 per account per month. Complaint at ¶¶ 11-15 (filed July 22, 2025).

Plaintiff further alleges that he entered into an Individual Contributor Agreement with Defendant Daric Holdings Incorporated in October 2023 Declaration of Gregory Ryan, worked full-time and exclusively for Daric Holdings Incorporated from December 2023 through June 2025, helped close a $252,000 Peraton deal, but then received only $5,200 in total compensation, discovered that critical representations about the SAP Fioneer contract, pricing, and client pipeline were false id., and was terminated in July 2025 in retaliation for raising concerns about defendants’ conduct. Complaint at ¶¶ 22-26, 32, 53.

Based on those fact allegations, on July 22, 2025, Plaintiff filed this Complaint against Defendant Daric Holdings Incorporated, bringing with nine causes of action: breach of contract, fraud in the inducement, breach of the implied covenant of good faith and fair dealing, unjust enrichment, accounting, Labor Code minimum wage and overtime violations, Labor Code retaliation, wrongful termination in violation of public policy, and violation of the Unfair Competition Law.

Nonparty Daric Technologies Inc. now moves for an undertaking of $222,000, comprising attorney’s fees estimated at $166,435 deposition reporter fees of $6,000, filing fees of $120, arbitrator fees of $40,000 to $45,000, and arbitration hearing court reporter and transcript costs of $10,000. Motion at 2:-2-9; Declaration of Jaskaran Gill in Support of Motion (“Gill Decl.”) at ¶¶ 3, 5, 6, 17 19.)

Nonparty Daric Technologies Inc. brings this Motion, but Plaintiff did not sue Daric Technologies Inc., whose name appears nowhere in the July 22, 2025 Complaint. Daric Technologies Inc. does indeed assert that it is the successor-in-interest to Daric Holdings and therefore the real party in interest. Reply at 3:3-16. And the Notice of Appearance filed on June 29, 2026 states that counsel appears “for Defendant Daric Technologies Inc. erroneously sued as DARIC HOLDINGS INCORPORATED.” Notice at 2:3-4.

But nonparty Daric Technologies Inc. was not incorporated until January 26, 2026, more than six months after the Complaint was filed on July 22, 2025. The two corporations have different formation dates and separate entity numbers.

Based on its review of all papers and the record, the Court finds that Daric Technologies Inc. is not a party to this action because Plaintiff did not sue Daric Technologies Inc. in its July 22, 2025 Complaint. And Daric Technologies Inc. has not otherwise joined or intervened in this action. Hence, it’s a nonparty.

Analysis of the Motion I. The Motion Fails because nonparty Daric Technologies Inc. is not a defendant and so lacks standing to bring this Section 1030 Motion under the plain text of Section 1030.

The plain text of California Code of Civil Procedure section 1030 authorizes only a “defendant” to seek an undertaking from an out-of-state plaintiff. C.C.P. § 1030 (a) & (b) & (d) & (e). The statutory text does not say any person or entity related to a defendant may move: it says “the defendant” may move. C.C.P. § 1030 (a) So the moving party must first establish defendant status before obtaining relief under Section 1030, and courts construe section 1030 according to its specified party roles without enlargement. (Baltayan v. Estate of Getemyan (2001) 90 Cal.App.4th 1427, 1430; Yao v. Superior Court (2002) 104 Cal.App.4th 327, 331.)

Section 1030 statute’s structure confirms this threshold requirement that only a defendant can bring this motion; e.g., Section 1030(d) permits dismissal only “as to the defendant in whose favor the order requiring the undertaking was made”—which as a

matter of logic and law presupposes that a claim is actually pending against the moving defendant. C.C.P. § 1030(d) (emphasis added).

As Daric Technologies Inc. is not a defendant in this action, Daric Technologies Inc. fails to establish its standing to bring this Motion. The operative July 22, 2025 Complaint names DARIC HOLDINGS INCORPORATED aka DARIC HOLDINGS INC., a California corporation, not Daric Technologies Inc.

The chronology is independently dispositive. California Secretary of State materials, of which this Court takes Judicial Notice, show that Daric Technologies Inc. was incorporated on January 26, 2026—but this the Complaint was filed on July 22, 2025. The two corporations have different formation dates and separate entity numbers. That timing belies any suggestion that Daric Technologies Inc. was the original contracting party and let alone that Plaintiff “meant” to sue the non-existent Daric Technologies Inc. on July 22, 2025 in Plaintiff’s Complaint.

Moreover, the Court has spent a great deal of time independently searching through the voluminous record in this case to see if, perhaps, an amended complaint, stipulation, order of substitution, or intervention exists naming Daric Technologies Inc. as a party. None exists. Counsel well knows how to stipulate or move to substitute or intervene its client as a party in a case. But here they never did so.

Instead, here in its Notice of Motion that it filed on August 10, 2026, Daric Technologies Inc. made up a false caption on the cover page—”DANIEL CANE V. DARIC TECHNOLOGIES INC. [et al.]”, and then falsely told the Court in the first line of that Notice of Motion that “Defendant Daric Technologies Inc. (“Daric”), erroneously sued as Daric Holdings Incorporated, will and hereby does move. . . .” Notice of Motion at 1:15-19, 2:4-6. (emphasis added). Nonsense on stilts. Daric Technologies Inc. does not magically become a defendant with standing to bring a Section 1030 motion in this case by making up a Caption and then representing to the Court that it is “Defendant” when it well knows that it is not because was never sued in this case and that its counsel never made any motion to make Daric Holdings Incorporated a defendant in this case. Ipse dixit doesn’t work here.

So its unilateral “relabeling” (to be charitable) by Daric Technologies Inc. of the caption of this Motion does not make it a Defendant. Nor does the “Notice of Errata Re Caption” that Daric Technologies Inc. filed on August 24, 2026 do anything to transform it into a Defendant. That Errata does nothing more than unconvincingly try to explain away why Darin Technologies Inc. put its name in its made-up caption of this Motion that it filed on August 10, 2026 when Daric Technologies Inc. was never named in the Complaint.

And of course, California law distinguishes correction of a true misnomer from substitution of a distinct legal entity. The named defendant—DARIC HOLDINGS INCORPORATED was an existing corporation on July 22, 2025 when this Complaint was filed, and the agreement sued upon names that same existing corporation. Daric Technologies Inc. is a different corporation formed half a year later.

Because there is no claim in this case against Daric Technologies Inc. on the face of the July 22, 2025 Complaint, there is nothing the Court could dismiss as to Daric Technologies Inc. under Section 1030(d). Daric Technologies Inc. therefore lacks statutory standing to bring a Section 1030 motion.

Daric Technologies Inc.’s assertion that it is the legal successor to Daric Holdings under a formal Successor Agreement (Reply at 3:3-16) does not cure this defect. Under California law, a purchaser of assets does not assume the seller’s liabilities unless one of four exceptions applies: express or implied assumption, merger or consolidation, mere continuation, or a fraudulent transfer designed to escape liabilities. (Ray v. Alad Corp. (1977) 19 Cal.3d 22, 28; Hernandez v. Enter. Rent-A-Car Co. of San Francisco (2019) 37 Cal.App.5th 187, 189.) Successor liability is an equitable doctrine and must be affirmatively established by the party asserting it. (Brown Bark III v. Haver, No. G047198 (Cal. Ct. App. Sept. 13, 2013).)

The Successor Agreement itself is not in the record before the Court. The supporting Declarations, which likewise bear same false caption as the Notice of Motion, define “Daric” as “Daric Technologies Inc.” and then repeat the falsehood that “Plaintiff filed this action against Daric[.]” Decl. of Gregory Ryan at 1:26-27, 2:3-4; accord Decl. of Vasant Ramachandran at:1:26-28. Not true. Plaintiff did not file this action against Daric Technologies Inc.

Nor do those supporting Declarations do not explain how Daric Technologies Inc. relates to Defendant Daric Holdings Incorporation let alone establish assumption, merger, consolidation, or continuation.

Moreover, the Court’s review of California Secretary of State materials, of which the Court takes Judicial Notice, shows no merger, no acquisition, no assignment of liabilities, and no corporate succession between nonparty Daric Technologies Inc. and Defendant Daric Holdings Incorporation.

Based on its review of all the papers and the record, and in the broad exercise of its discretion, the Court finds that the moving nonparty Darin Technologies Inc. has not carried its burden to prove successor status through competent evidence satisfying any recognized exception. Ray v. Alad Corp. (1977) 19 Cal.3d 22, 28; Hernandez v. Enter. Rent-A-Car Co. of San Francisco (2019) 37 Cal.App.5th 187, 189; Brown Bark III v. Haver, No. G047198 (Cal. Ct. App. Sept. 13, 2013); McClellan v. Northridge Park Townhome Owners Ass’n (2001) 89 Cal.App.4th 746, 749)

Accordingly, this Section 1030 Motion is DENIED on the threshold ground that Daric Technologies Inc. is not a defendant in this action and thus lacks standing to bring this Motion under the plain text of Code of Civil Procedure Section 1030.

Conclusion & Order

Based on its review of all papers and the record, and in the broad exercise of its direction, the Court DENIES the Section 1030 Motion of nonparty Daric Technologies Inc. because Daric Technologies Inc. is not a defendant in this action and thus lacks standing to bring this Section 1030 Motion under the plain text of Section 1030 itself. See C.C.P. § 1030(a) (“. . . . the defendant may . . . by noticed motion”) & (b) (“. . . fees the defendant has incurred “) & (d) (“. . . as to the defendant in whose favor the order requiring the undertaking was made”) & (e) (“If the defendant files a motion for an order requiring an undertaking. . . .”) (emphasis added).

SO ORDERED.

Date: September 9, 2026

Vincent I. Parrett Judge of the Superior Court of California, County of Santa Clara

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