WebQuest

INTRODUCTION

The plaintiff sued the defendants (two individuals and a limited liability corporation) for breach of an indemnity provision contained in a consulting agreement between the plaintiff, one of the individual defendants and the corporation. The plaintiff alleged the second individual defendant was the alter ego of the corporation. Following a bench trial, the trial court entered judgment in favor of the plaintiff against all of the defendants. The defendants appeal, arguing that (1) the plaintiff was “actively negligent” and therefore barred as a matter of law from seeking indemnity under Rossmoor Sanitation, Inc. v. Pylon, Inc. (1975) 13 Cal.3d 622, and (2) “no evidence” supports the trial court’s alter ego finding. We affirm.

FACTUAL AND PROCEDURAL SUMMARY

In October 2011, WebQuest, Inc. filed a complaint for breach of contract, accounting and unfair business practices against Lupe Fuentes LLC, Lupe Fuentes aka Zuleydy Vergara and Evan Seinfeld.1 The “WebQuest Master Consulting Agreement” (Agreement) attached as an exhibit to the complaint was signed by Zuleydy Vergara on behalf of “Lupe Fuentes, an individual” and by Evan Seinfeld on behalf of “Lupe Fuentes LLC.”2…