Case Background
UnitedLayer, LLC provided colocation services at 200 Paul Ave., San Francisco. The parties executed a Master Agreement effective February 1, 2011. They later signed a First Amendment on January 27, 2016. Plaintiff performed monthly services through January 31, 2021. The City and County of San Francisco served as Customer under the Contracts. Plaintiff alleged the Agreements authorized monthly base fees, additional charges, late fees, and interest.
Cause
As term end approached, Defendant notified its plan to vacate by January 31, 2021. Plaintiff audited accounts and issued invoices for unbilled additional charges and outstanding balances. The parties exchanged letters in January–February 2021. Defendant invoked audit rights but did not complete the CPA audit. On February 3, 2021, the parties met. Plaintiff alleged Defendant’s representatives acknowledged the balance but cited budget constraints and proposed to pay overtime. Defendant made one partial payment on April 19, 2021. However, large sums remained unpaid.
Injury
Plaintiff suffered business disruption and cash-flow strain. The alleged nonpayment restricted operational resources and planning. Moreover, unresolved billing disputes consumed staff time and increased collection expenses. Interest and administrative charges accrued monthly, compounding the financial impact on Plaintiff.
Damages
Plaintiff claimed at least $2,012,890.74 in unpaid invoices. Plaintiff also sought $891,717.90 in administrative fees and 1.5% monthly interest as of January 28, 2022. These amounts continued to accrue. Plaintiff requested attorneys’ fees and costs under the Contracts. Plaintiff also sought prejudgment interest and any further appropriate relief.
Key Arguments and Proceedings
Legal Representation
Plaintiff(s): UnitedLayer, LLC
Counsel for Plaintiff: Renee R. De Golier | Joshua R. Mino | Chad A. Trainer | Pro Per | Blacklight Law APC
Defendant(s): City and County of San Francisco | Does 1 through 10
Counsel for Defendants: Ari Baruth | David R. Hobstetter | Deputy City Attorneys, San Francisco City Attorney’s Office
Claims
Count 1 – Breach of Contract (against all Defendants): Plaintiff alleged valid Contracts, full performance, Defendant’s failure to pay, and resulting damages.
Count 2 – Account Stated (against all Defendants): Plaintiff alleged the parties agreed on $2,253,697.88 as the correct balance on February 3, 2021, with only a partial payment later, leaving $2,012,890.74 due.
Defense
San Francisco issued a general denial. It then raised procedural and contract-based defenses. It claimed failure to state a cause of action. It invoked waiver, release, estoppel, and laches. It asserted unmet conditions precedent, including the Controller’s fund-certification requirement. It pled statutes of limitation. It argued noncompliance with the Government Claims Act and variance between any claim and the Complaint. It cited mandatory contract claim procedures and a lack of contractual acceptance for the payments sought. It also reserved the right to add defenses.
San Francisco also raised equitable and substantive bars. It pled unclean hands, offset, and failure to mitigate. It claimed full performance or legal excuse, good-faith conduct, and unjust enrichment. It alleged Plaintiff’s first material breach, conditions subsequent and concurrent, and excuse by impossibility or frustration. It asserted “acceptance” of contract terms by Plaintiff. Finally, it invoked statutory duties and immunities under the Tort Claims Act, including §§ 815, 815.2, 815.6, 818, 818.2, 820.2, 825, 825.6, 818.8, and 822.2.
Settlement
The case between Plaintiff UnitedLayer, LLC and Defendant City and County of San Francisco settled in January 2025. Plaintiff’s counsel, Chad A. Trainer of Blacklight Law APC, filed a Notice of Settlement of Entire Case on January 31, 2025. The settlement was marked as conditional, with dismissal expected no later than July 1, 2025. The filing noted that a motion for summary judgment hearing and an April 2025 trial date was vacated.
The settlement resolved all claims for a total payment of $850,000. The Notice of Settlement was served by mail on the San Francisco City Attorney’s Office, through Deputy City Attorneys David Hobstetter and Ari Baruth. This brought an end to nearly two and a half years of litigation following the complaint originally filed in September 2022.
Court Documents
Court documents are available for purchase upon request at jurimatic@exlitem.com
