Rosenthal

BACKGROUND

The case comes to us after the trial court sustained demurrers and granted summary judgment. To the extent facts relate to the demurrers, we take them from the pleadings, accepting them as true for purposes of review. To the extent facts relate to summary judgment, we take them “ ‘from the record

2 that was before the trial court when it ruled on that motion.’ ” (Wilson v. 21st Century Ins. Co. (2007) 42 Cal.4th 713, 716-717 (Wilson).) In the summary judgment proceedings, most of the pertinent facts were undisputed. At the onset of the Covid-19 pandemic in March 2020, Bella, a T-shirt manufacturer, transitioned to making cloth face masks that it intended to sell to large corporate employers and “consumer-facing” businesses. Harris was Bella’s president and co-owner. Abby Gordon, a vice president of Bella’s sister company, helped in Bella’s transition effort. Gordon knew Rosenthal through her husband Jeremy Schwartz, who was Rosenthal’s business associate. Rosenthal had business contacts with large employers such as Starbucks, Amazon, Target, and Wal-Mart. On March 21, 2020, in a telephone conversation among Schwartz, Rosenthal, and Gordon (speaking on Bella’s behalf),…