DISCUSSION

1. Legal Standards We review the grant of summary judgment de novo, considering all the evidence set forth in the moving and opposition papers except evidence for which objections were made and sustained. (Guz v. Bechtel National, Inc. (2000) 24 Cal.4th 317, 334.) Under Code of Civil Procedure section 437c, subdivision (c), a motion for summary judgment must be granted if “all the papers submitted show that there is no triable issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.” Thus, we must decide whether the defendant has conclusively negated a necessary element of the plaintiff’s claim or has established an affirmative defense and has demonstrated no material issue of fact requires a determination at trial. (Code Civ. Proc., § 437c, subd. (o); Guz, supra, at p. 334.)

1 CDLC filed a lawsuit against Baio on July 1, 2013.

3 2. Analysis To establish its claim of professional negligence, CDLC must offer evidence showing “‘(1) the duty of the professional to use such skill, prudence and diligence as other members of his profession commonly possess and exercise; (2) a breach of that duty; (3) a proximate causal connection between the negligent conduct and the resulting injury; and (4) actual loss or damage resulting from the professional’s negligence.’” (Burgess v. Superior Court (1992) 2 Cal.4th 1064, 1077.) CDLC failed to offer any evidence Klein owed any duty to CDLC as alleged in the complaint, so summary judgment was proper.2 CDLC alleged Klein’s professional duty extended to “insure that the stock of [CDLC] was issued in exchange for cash in the sum of $115,000.00 and property valued at $115,000.00” and to “advise all of the shareholders that the said cash and property had to be delivered to [CDLC] as and for said stock.” Yet, Klein offered undisputed evidence she never had any such duty with regard to her services to Baio and CDLC. According to her invoices, she was paid $350 for management advisory services rendered between May and June 2010, before the July 1, 2010 Baio and Gomez transaction, for “help w[i]th online incor[po]ration,” “followup on new company corp status,” and “apply for FEIN.” Both she and Baio testified she rendered no further services for CDLC, including any services related to stock issuance or the July 1, 2010 transaction. Nor has she ever met or spoken to Gomez. CDLC attempts to raise a dispute by arguing that $300 of Klein’s services were “completely unaccounted for,” suggesting perhaps those services included assisting CDLC in issuing stock. But Klein’s invoices say nothing about rendering services related to issuing stock for CDLC, and, as we have explained, other undisputed evidence demonstrates the services she did render did not relate to CDLC’s stock issuance.

2 On appeal, Klein argues in the alternative that collateral estoppel defeats CDLC’s claim. Like the trial court, we decline to address that contention because Klein’s other argument is dispositive.

4 Likewise, all of Klein’s services were rendered before the July 1, 2010 transaction, further defeating any inference that the services reflected in Klein’s invoices included work related to CDLC’s stock issuance or the July 1, 2010 Baio and Gomez transaction. CDLC also points to the following excerpt from the deposition of Monia Zeroual, CDLC’s office manager, to argue Klein’s duties included handling CDLC’s stock issuance: “Q. Okay. Now, as the office manager, you did have contact with Wendy Klein; is that correct? “A. Yes, correct. “Q. And what services did Wendy Klein perform for these various corporations? “A. She was the CPA. So accounting things. “Q. Okay. “A. And legal things. “Q. In the case of CDLC, Inc., what did she do with respect to that corporation? “A. CDLC— “Q. Yes. “A. —Inc.? “Q. I’m sorry. CDLC Catering, Inc. “A. She did—actually did everything to open the corporation, she took care of that, of the legal things, to open the corporation. “Q. Okay. Did she—was she involved in the issuance of the stock? “A. I think she was. Because I was not. “Q. Okay. “A. And for me, she was doing everything that needed to be done to open this corporation. “Q. Okay. And so as far as the issuance of stock is concerned, she would have at least monitored the financial transactions that occurred with respect to the issuance of the stock?

5 “A. Yes.” (Boldface and italics added.) This testimony does not rebut Klein’s evidence she was not involved in CDLC’s stock issuance. Zeroual did not testify she had any personal knowledge of Klein’s duties, such as having learned the actual terms of any agreement with Klein or having discussed Klein’s duties with Baio or anyone else. At best, Zeroual only had a vague and speculative understanding that Klein was supposed to do “accounting things” and “legal things.” When asked specifically about stock issuance, Zeroual merely thought Klein was involved, and only because Zeroual was not herself involved. And her understanding was not clarified with the vague followup question of whether Klein “would have at least monitored” stock transactions. In light of Klein’s invoices and Baio’s and Klein’s unequivocal testimony that Klein was not involved in stock issuance, Zeroual’s testimony does not create a dispute of fact defeating summary judgment.

DISPOSITION

The judgment is affirmed. Respondent shall recover costs on appeal.

FLIER, J.

WE CONCUR:

BIGELOW, P. J.

RUBIN, J.

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