Wu v. Super. Ct. (Gandhi) CA6

Filed 11/2/26 Wu v. Super. Ct. (Gandhi) CA6 NOT TO BE PUBLISHED IN OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115. IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA SIXTH APPELLATE DISTRICT VERONICA WU, H053801 (Santa Clara County Petitioner, Super. Ct. No. 20CV369179) v. THE SUPERIOR COURT OF SANTA CLARA COUNTY, Respondent; PURVI GANDHI et al., Real Parties in Interest. China Science & Merchants Investment Management Group Co., Ltd. (CSC Group) is a Chinese private equity firm that formed Hone Capital LLC (Hone Capital) in California to “oversee” its United States investments, predominantly in the Silicon Valley tech industry.1 Veronica Breckenridge2 was Hone Capital’s president, and Purvi Gandhi 1 We use the term “CSC parties” to refer to CSC Group, Hone Capital, CSC Technology (Cayman) Ltd.; Everest Cayman Ltd.; CSC Genesis Ltd.; CSC SFR (Cayman) Ltd.; CSC Growth LLC; CSC Angel LLC; Shanghai Shizhen Investments Co. Ltd.; CSC Evergreen LLC; China Science & Merchants (Hong Kong) Investment Management Co., Ltd.; CSC SV GP Ltd.; SFR US Financing LLC; Xiangshuang Shan; Qi Su; and Li Li. CSC Group is the ultimate parent entity of the other CSC parties. 2 Breckenridge was formerly identified in the trial court as Veronica Wu but in this original proceeding in our court identifies herself as Breckenridge. its chief financial officer. In the trial court, the CSC parties3 asserted various tort claims against Breckenridge and Gandhi arising from alleged self-dealing; Breckenridge and Gandhi asserted tort, contract, and employment claims seeking profit sharing and other damages based on alleged contracts with various CSC parties and as members of CSC Upshot Ventures Management GP, LLC (CSC Upshot GP).4 After discovery closed, with less than two weeks before the scheduled start of trial, the parties’ efforts at mediation led to a settlement between Gandhi and the CSC parties and Upshot parties; Breckenridge did not settle. Gandhi is the only party to receive money under the settlement, and the settlement allocates a fixed value to the CSC parties’ claims against her. Gandhi, joined by the CSC parties, sought a judicial determination that the settlement was in good faith, under Code of Civil Procedure section 877.6.5 A good faith determination reduces a plaintiff’s claims (for our purposes, the CSC parties’) against the nonsettling joint tortfeasor (Breckenridge) by the greater of the amount stipulated by the settlement or the amount of consideration paid for it. (§ 877, subd. (a).) For Gandhi’s purposes, a good faith determination also bars “any other joint tortfeasor [Breckenridge] … from any further claims against the settling tortfeasor [Gandhi] … for equitable comparative contribution, or partial or comparative indemnity, based on comparative negligence or comparative fault.” (§ 877.6, subd. (c).) 3 The CSC parties prosecuting claims against Breckenridge and Gandhi are Hone Capital; CSC Group; CSC Growth, LLC; SFR US Financing, LLC; and SFR US Holdings, LLC. All CSC parties participated in the settlement with Gandhi. 4 CSC Upshot GP is the general partner of CSC Upshot Ventures I, L.P. (CSC Upshot), an investment fund established as a joint venture between the CSC Group and Huoy-Ming Yeh. We refer to CSC Upshot, CSC Upshot GP, and Yeh as the Upshot parties. 5 Undesignated statutory references are to the Code of Civil Procedure. 2  Over Breckenridge’s objection, the trial court granted Gandhi’s motion, determining that the settlement was in good faith. Breckenridge then petitioned this court for writ of mandate. (See § 877.6, subd. (e).) We will deny the petition. Gandhi supported her motion with sufficient evidence to support the settlement allocation as to the CSC parties’ claims against her. Breckenridge did not carry her ultimate burden to demonstrate that the settlement was not in good faith. I. BACKGROUND A. The Complaints Hone Capital filed the first complaint in this action. A few days later, Breckenridge and Gandhi jointly filed their original complaint in a separate action, and the two cases were consolidated. The parties have amended their complaints several times, adding claims and parties. By the time of Gandhi’s settlement, Breckenridge and Gandhi were separately represented and prosecuting claims against the CSC parties and the Upshot parties under separate complaints. Even so, Breckenridge and Gandhi remained aligned in that they both touted their contributions to CSC Group’s investment portfolio and alleged that CSC entities had violated profit sharing agreements. As of July 2024, Breckenridge alleged that she and Gandhi were owed $5.37 million in profit sharing. As of February 2025, Gandhi alleged that she was owed at least $15 million in tax-adjusted profit sharing. Both Breckenridge and Gandhi alleged that they would be entitled to still more from future profitable sales of assets. Both sought compensatory damages, restitution, punitive damages, and civil penalties under an assortment of contract, tort, common law, and statutory theories. 3  Hone Capital’s operative complaint, now joined by CSC Group and certain other entities,6 arose from an alleged conspiracy between Breckenridge, Gandhi, and former corporate counsel to Hone Capital and CSC Group. Hone Capital and CSC Group alleged that no profit-sharing agreement had ever been finalized and that Breckenridge and Gandhi instead conspired to embezzle a share of the profits: Breckenridge and Gandhi effectively “transferred to themselves all carried interest for managing CSC Group’s best group of assets” via kickback agreements Breckenridge and Gandhi made with the buyers of those assets. The CSC parties allege that Breckenridge and Gandhi thus embezzled $4.5 million in connection with a sale of holdings in Stripe, Inc. (the Stripe transaction) and $2.75 million in connection with a sale of real estate assets (the SFR transaction); based on those alleged kickbacks, CSC parties claim treble damages, punitive damages, attorney fees, and costs.7 B. Settlement After the close of discovery, with motions for summary judgment or summary adjudication pending and the scheduled trial date less than two weeks away, Gandhi reached a settlement with the CSC parties and the Upshot parties. In return for a mutual release of claims, Gandhi will receive a net payment of a sum certain. The payment amount represents the value of Gandhi’s claims (and other nonmonetary consideration she provided) less the value the parties expressly allocated to the CSC parties’ tort claims against her. 6 In addition to Hone Capital and CSC Group, the listed plaintiffs are CSC Growth, LLC; SFR US Financing, LLC; and SFR US Holdings, LLC. In addition to Breckenridge and Gandhi, four entities are named as defendants: HC Investments, LLC; Windward Ventures I, LLC; Minerva SFR LLC; and Minerva-Tech Ventures LLC. 7 Although the complaint did not identify the nature of the assets at issue in the SFR transaction, there is no dispute that these were real estate assets. While other transactions are mentioned, they are not assigned a value. 4  As nonmonetary consideration, Gandhi agreed to both assist the settling parties in their litigation against Breckenridge and withhold such assistance from Breckenridge except as required by subpoena or fiduciary duty as a corporate officer. As assistance to the settling parties “Gandhi agrees to make herself reasonably available to be interviewed or to provide support or documents” and “to testify at trial … at the request of the CSC Parties or the Upshot Parties.” If the requested assistance (other than “time actually spent testifying at a trial”) were to exceed “five hours of Gandhi’s time, the CSC Parties and Upshot Parties will compensate Gandhi starting at the sixth hour … at a rate of $1,500 per hour” and “reimburse her reasonable attorneys’ fees in responding to such requests.” As to withholding assistance from Breckenridge, “Gandhi agrees not to assist … any third party, including Veronica [Breckenridge] or, to the maximum extent consistent with any legal duties Gandhi may owe to the Corporate Defendants, any Corporate Defendant, in suing or asserting claims against the CSC Parties or Upshot Parties.” The agreement specified that, other than truthful testimony “in response to a lawfully issued subpoena or order by a court or arbitrator of competent jurisdiction,” any “[a]ssistance by Gandhi …to [Breckenridge] or any Corporate Defendant with respect to the Santa Clara Lawsuits will be in material breach of this Settlement Agreement.” C. The Good Faith Settlement Motion and Writ Petition 1. Moving Papers In moving for a good faith settlement determination, Gandhi focused her attention on the settlement’s allocation to the claims against her.8 Gandhi argued that the court should start with a rough approximation of her total exposure, which she posited was 8 Gandhi acknowledged in passing that her claimed damages were substantial, indicating that one model could have put her damages over $30 million. 5 $7.25 million.9 Gandhi contended that given the existence of joint tortfeasors and the merit of Gandhi’s various defenses, the allocation agreed to in the settlement was reasonable. The gist of Gandhi’s defenses is as follows. First, the CSC parties lacked standing to prosecute claims based on the Stripe and SFR transactions because by the time of the transactions no CSC parties had any interest in the assets. Second, the evidence would show that the Stripe and SFR transactions were disclosed to the CSC parties and approved by them, including by Breckenridge who acted as an officer for the CSC parties. Third, the CSC parties had imputed knowledge of the transactions through Breckenridge and their own counsel—both of whom the CSC parties had alleged were participants in the conspiracy. Fourth, Gandhi performed work to justify her earnings under the side agreements that accompanied the Stripe and SFR transactions—the side agreements were not a means to divert assets that otherwise would have been paid to the CSC parties through the Stripe and SFR transactions but were legitimate agreements to provide paid services. Fifth, the CSC parties would be unable to prove that the side agreements caused them damage. As to the Stripe transaction, Breckenridge and Gandhi were required for the transaction to go forward and the buyer would not have paid an additional $4.5 million to the CSC parties—the $4.5 million side agreement was payment for future services by Breckenridge and Gandhi. As to the SFR transaction, CSC was pursuing an unpleaded loss of corporate opportunity claim raised for the first time in opposition to summary adjudication that could not be substantiated with evidence that CSC would have availed itself of the alleged lost opportunity to pursue further real estate 9 Through an attorney declaration, Gandhi acknowledged that the CSC parties’ complaint discussed claims beyond the Stripe and SFR transactions but stated that the CSC parties had “never meaningfully articulated or claimed any damages related to the other allegations in [their] complaint.” 6 investing. Moreover, CSC would have had to prove that it could have profitably pursued the opportunity. The CSC parties joined Gandhi’s motion. They stated that they were claiming $7.25 million in “compensatory damages” and asserted that the settlement’s allocation to those claims was reasonable. They asserted that this was supported by Breckenridge’s greater responsibility for their harm and their obligation to advance Gandhi’s attorney fees and costs without a guarantee of later recovery. Gandhi and the CSC parties submitted declarations from counsel elaborating on their arguments accompanied by extensive attachments. Quyen L. Ta, representing Gandhi, discussed the mediation process. Ta declared that the CSC parties alleged approximately $7.25 million was improperly paid to Breckenridge, Gandhi, and others in connection with the Stripe and SFR transactions while Gandhi was prosecuting claims that she contended were valued “well into seven or eight figures.” Ta stated that the values reflected in the settlement agreement were the values the settling parties assigned to the claims for settlement purposes. Marc Feinstein, representing the CSC parties, declared that the “total amount of compensatory damages [the CSC parties claimed] in this case is $7.25 million—$4.5 million for the Stripe claims and $2.75 million for the SFR claims.” Feinstein noted that the CSC parties were advancing Gandhi’s attorney fees and would only recover the advanced fees if Gandhi were “ ‘finally adjudged’ to have committed” specified misconduct, including “ ‘intentional misconduct’ ” or “ ‘any transaction with respect to which [Gandhi] received a benefit in money, property or services to which [she] [was] not legally entitled.’ ” Ellen A. Cirangle, another of Gandhi’s attorneys, summarized her view of the evidence concerning Gandhi’s and Breckenridge’s respective roles, the Stripe and SFR transactions, and Gandhi’s defenses. Cirangle stated that the CSC parties had never “meaningfully articulated or claimed any damages related to” any transactions other than 7 the Stripe and SFR transactions. Cirangle acknowledged that Gandhi’s expert, in a June 2025 report, had calculated Gandhi’s claims to be valued between about $3.2 million and $11.9 million and stated that the expert had performed previously undisclosed calculations that could increase the damages by up to $10.4 million to $21 million. Cirangle did not otherwise discuss Gandhi’s affirmative claims. 2. Opposition and Replies In opposition, Breckenridge argued that the settlement was collusive and the moving papers were misleading. As to collusion, Breckenridge contended that Gandhi’s agreements to assist the CSC parties and to refrain from assisting Breckenridge in the litigation between the two was an attempt to injure Breckenridge, thus crossing the line from permissible cooperation to impermissible collusion. As to the moving papers, Breckenridge asserted that Gandhi and the CSC parties failed to account for Gandhi’s total potential exposure, which included at least trebling on the $7.25 million claim for compensatory damages and recoupment of millions of dollars of attorney fees and costs the CSC parties had advanced for her defense. In addition, Breckenridge contended that Gandhi had failed to establish the reasonable settlement value of her own affirmative claims, thereby casting doubt on the valuation of the claims against her calculated as the difference between the value of her claims and the settlement payment she received. Separately, Breckenridge asserted that the CSC parties derived a benefit from the settlement agreement by removing Gandhi from the litigation, reducing their obligation to advance Gandhi the cost of her defense.10 Finally, Breckenridge argued that the moving parties understated Gandhi’s role in the Stripe and SFR transactions. 10 The CSC parties agreed that obviating the need to advance Gandhi’s defense costs was a material benefit of the settlement and disputed whether that was improper. 8  Notably absent from Breckenridge’s opposition, however, was any argument that the CSC parties’ likely actual recovery from Gandhi at trial, considering their probability of success on the merits, exceeded the sum allocated to their claims against Gandhi in the settlement agreement. Instead, Breckenridge argued that it was difficult to forecast the outcome of a potential indemnity trial between herself and Gandhi “given the weakness of the CSC [p]arties’ claims, and the uncertainty about the basis for any liability that might be found.” Indeed, Breckenridge characterized the allegations that she and Gandhi participated in a conspiracy to embezzle funds as “malicious and absurd” and characterized the CSC parties’ likelihood of success against herself as “unlikely.” As to the Stripe transaction, Breckenridge argued that she and Gandhi had a meritorious defense that the CSC parties lacked standing. As to the SFR transaction, Breckenridge argued that the CSC parties were pivoting to an unpleaded claim in opposing a pending summary adjudication motion. Breckenridge stated that the net positive payment to Gandhi “[r]eflect[ed] the true merit of the claims made in this case.”11 In her reply, Gandhi highlighted Breckenridge’s dim view of the CSC parties’ claims. Gandhi argued that the total sum the CSC parties were seeking was immaterial, when Breckenridge repeatedly maintained that the CSC parties’ claims were meritless both legally and factually. Regardless, Gandhi argued that the CSC parties were unlikely to show she had the intent necessary to an award of treble damages, so it was reasonable to begin her analysis with the compensatory damages sought by the CSC parties. 11 With their reply, the CSC parties submitted correspondence in which Breckenridge rejected a settlement offer that included a net settlement payment to Breckenridge identical to what Gandhi received and a broad mutual release of all claims in the litigation. In the correspondence, Breckenridge objected that her profit-sharing claims were stronger than Gandhi’s and that this latest offer was “a downward departure from the offer previously communicated to [her] by” the parties’ mediator before Gandhi settled. 9  3. Order and Petition Granting Gandhi’s motion, the trial court identified the CSC parties’ “estimated … total recovery” as approximately $7.25 million. The court summarized Gandhi’s and the CSC parties’ arguments for discounting the case for settlement. The court found that the settlement made a sum certain allocation to the CSC parties’ claims against Breckenridge, so that figure represented the amount paid in settlement of those claims. The court found that the “non-assistance provision” was not evidence of collusion because it did not prohibit Gandhi from providing assistance as required by her fiduciary duties or from providing truthful testimony “ ‘in response to a lawfully issued subpoena or order by a court.’ ” The court viewed the “ ‘assistance’ ” provision as evidence of collusion, but not dispositive proof of collusion. Regardless, the court was satisfied that “the prevention of collusion is simply a means to the end of preventing unreasonably low settlements” and Breckenridge had failed “to meet her burden to show that the [s]ettlement [a]mount [was] so far out of the ‘ballpark’ ” to be unreasonable. II. DISCUSSION The “ ‘two major goals’ of sections 877 and 877.6” are “ ‘the equitable sharing of costs among the parties at fault and the encouragement of settlements’ ” (Fennessy v. Altoonian (2025) 114 Cal.App.5th 613, 620), “even though the goals of equitable sharing and encouragement of settlements are not always necessarily harmonious” (Tech-Bilt, Inc. v. Woodward-Clyde & Associates (1985) 38 Cal.3d 488, 494 (Tech-Bilt)). Good faith review ensures that “ ‘settlements appropriately balance the contribution statute’s dual objectives.’ ” (Abbott Ford, Inc. v. Superior Court (1987) 43 Cal.3d 858, 873 (Abbott Ford).) “The party asserting the lack of good faith shall have the burden of proof on that issue.” (§ 877.6, subd. (d).) To meet this burden, Breckenridge needed to “demonstrate … that the settlement is so far ‘out of the ballpark’ … as to be inconsistent with the equitable objectives of the statute.” (Tech-Bilt, supra, 38 Cal.3d at pp. 499–500.) But “a 10 precise definition of good faith is neither possible nor practicable,” so courts instead look to factors including “a rough approximation of plaintiffs’ total recovery and the settlor’s proportionate liability, the amount paid in settlement, the allocation of settlement proceeds among plaintiffs, and a recognition that a settlor should pay less in settlement than he would if he were found liable after a trial. Other relevant considerations include the financial conditions and insurance policy limits of settling defendants, as well as the existence of collusion, fraud, or tortious conduct aimed to injure the interests of nonsettling defendants.” (Id. at pp. 495, 499.) We review the trial court’s good faith settlement determination for abuse of discretion. (See Cahill v. San Diego Gas & Electric Co. (2011) 194 Cal.App.4th 939, 960 (Cahill).) In so doing, we presume the trial court’s judgment is correct. (Id. at p. 956, citing Denham v. Superior Court (1970) 2 Cal.3d 557, 564.) “All intendments and presumptions are made to support the judgment on matters as to which the record is silent. [Citation.] We presume the trial court followed applicable law. [Citation.] When no statement of decision is requested and issued, we imply all findings necessary to support the judgment.” (Cahill, at p. 956.) Breckenridge contends that the court abused its discretion by (1) disregarding collusive settlement terms governing Gandhi’s future role in the litigation, which demonstrate bad faith; (2) accepting the settling parties’ valuation of the allocation to the CSC parties’ tort claims without substantial evidence to support the related, for settlement purposes, valuation of Gandhi’s claims; (3) failing to consider the total value of the CSC parties’ claims against Gandhi if the CSC parties prevailed on all theories of liability and damages; and (4) failing to consider Gandhi’s potential liability to Breckenridge for contribution or indemnity or Gandhi’s proportional share of the liability. In our deferential review, Breckenridge’s contentions do not justify disturbing the trial court’s determination. The court properly considered the terms of Gandhi’s future 11 participation in the litigation and concluded they did not of themselves warrant a finding of collusion. Nor was the trial court required to deny the motion because Gandhi did not explain how she discounted her claims against the CSC parties for settlement purposes. And Breckenridge has not shown that the trial court abused its discretion in assessing Gandhi’s share of the liability or her potential liability to Breckenridge, considering the CSC parties’ relative likelihood of prevailing on the merits. A. Gandhi’s Future Role in the Litigation Breckenridge contends that the provisions requiring Gandhi to cooperate with the CSC parties and generally refrain from assisting Breckenridge are a collusive attempt to give the CSC parties a tactical advantage in its ongoing litigation against Breckenridge. Breckenridge asserts that any collusive term designed to injure the nonsettling party precludes a finding of good faith, without consideration of any other Tech-Bilt factors. But we are not persuaded that the trial court abused its discretion by determining that Gandhi’s cooperation, though “evidence of collusion,” did not “establish collusion.”12 The trial court properly proceeded to conduct a Tech-Bilt analysis. A settlement entered solely to secure the plaintiff a tactical advantage against nonsettling defendants may not be in good faith. For example, the Ninth Circuit reversed a finding of good faith where a plaintiff alleging injury from a defective automobile dismissed his claims against the manufacturer to obtain “the tactical advantage” against the remaining car dealership “of removing a deep-pocket defendant because of the experts it could produce and the skilled trial attorneys it could retain.” (Commercial U. Ins. Co. v. Ford Motor Co. (9th Cir. 1981) 640 F.2d 210, 214; see id. at pp. 211–212 [plaintiff alleging injury from defective automobile dismissed claims against manufacturer to avoid manufacturer’s expert intending to proceed solely against the 12 The trial court endorsed Breckenridge’s argument that the “cooperation provision (when coupled with the non-assistance provision) is evidence of collusion,” finding the argument “well taken.” But the court did not find this evidence dispositive. 12 dealer]; see also Tech-Bilt, supra, 38 Cal.3d at pp. 496–497.) But we are not presented with a simple dismissal for tactical gain.13 In this settlement, both Gandhi and the CSC parties released claims that had been litigated to the brink of trial, Gandhi agreed to nonmonetary terms that might give the CSC parties some benefit in their litigation against Breckenridge, the parties agreed to an express valuation of the CSC parties’ claims against Gandhi and an implied valuation of Gandhi’s claims and other consideration, and Gandhi received a net payment representing the difference in those valuations. The existence of some tactical benefit to the CSC parties does not prove that the allocation to the CSC parties’ claims lacked good faith. (See Everman v. Superior Court (1992) 8 Cal.App.4th 466, 470, 473 (Everman); see also TSI Seismic Tenant Space, Inc. v. Superior Court (2007) 149 Cal.App.4th 159, 165 (TSI Seismic) [“where the exercise of discretion on the basis of established criteria may yield but one conclusion, an abuse of discretion may be found”].) Rather, that allocation can be analyzed in the context of the entire settlement, including but not limited to the inclusion of terms inuring to the CSC parties’ tactical benefit in the ongoing litigation. In this context, a trial court’s core concerns should be whether the settlement’s express allocation to the CSC parties’ claims fairly approximates Gandhi’s share of the liability (see PacifiCare of California v. Bright Medical Associates, Inc. (2011) 198 Cal.App.4th 1451, 1465 (PacifiCare)) and, potentially, whether any provisions injure Breckenridge’s legitimate interests. The trial court here considered both whether the settlement allocation was unreasonably low and whether there was sufficient evidence to establish collusion. We identify no abuse of discretion in its mode of analysis. 13 There is no indication that the settlement here was to prevent Breckenridge from relying on Gandhi’s damages expert, whom Gandhi alone had retained. Gandhi’s expert provided a damages analysis that was specific to Gandhi’s claims. Nor was Breckenridge’s claim for damages the same as Gandhi’s: In correspondence between the parties’ counsel, Breckenridge maintained that her entitlement to profit sharing significantly exceeded Gandhi’s. 13  In Tech-Bilt, the collusion that precluded good faith settlement findings related to the settlement value—plaintiffs settled with the settling defendant for less than the defendant’s proportional share of the liability for settlement purposes and thus interfered with the remaining defendants’ legitimate interest in an equitable sharing of costs. (See Tech-Bilt, supra, 38 Cal.3d at pp. 496–497 [discussing tactical decision to dismiss a defendant without consideration to prevent its experts from testifying].) Such collusion goes to the core of the Tech-Bilt analysis. Here, the cooperation and nonassistance provisions do not of themselves resolve the fairness of the settlement’s express allocation—that analysis must be undertaken mindful of these provisions. In Breckenridge’s view, the settlement’s cooperation terms obviate the need for a full Tech-Bilt analysis because they unfairly harm her legitimate interests. But, assuming harm to legitimate interests may independently foreclose a good faith finding, we are not persuaded that Breckenridge has a legitimate interest in preventing Gandhi from choosing—by settlement agreement or otherwise—to cooperate with the CSC parties instead of with her. The challenged terms only guarantee Gandhi’s voluntary cooperation with the CSC parties, while foreclosing Gandhi’s voluntary cooperation with Breckenridge, at a late stage in the litigation after Gandhi had participated in discovery and sat for deposition. If the settlement had been an unqualified mutual release of claims, neither Breckenridge nor the trial court could countermand Gandhi’s choice to voluntarily support whom she wished in the remaining parties’ continuing litigation.14 So 14 The settlement agreement permits Gandhi to assist Breckenridge or any other third party to the extent required by her legal duties to corporate defendants. Breckenridge contends that this carve-out is inadequate because Gandhi also owes Breckenridge fiduciary duties but cites no authority for the existence of such a duty that might require Gandhi to assist Breckenridge in the prosecution of Breckenridge’s claims. To the limited extent that Breckenridge develops this argument, it is by suggesting that any duties Gandhi owes to Breckenridge derive from those Gandhi owes to a limited liability company. But assistance under that fiduciary duty is permitted by the carve-out. 14 we cannot join Breckenridge in presuming that the cooperation term of the settlement harms her legitimate interests. Nothing in the settlement interferes with Breckenridge’s right to a fair trial. The settlement expressly contemplates that Gandhi will “testify truthfully in response to a lawfully issued subpoena or order by a court or arbitrator of competent jurisdiction.” And the parties have agreed that Gandhi resides in California—there is no evidence that she is or will be beyond the trial court’s subpoena power at the time of trial.15 (See Code Civ. Proc., § 1989.) To the extent Gandhi’s present alignment with the CSC parties may suggest bias or prejudice, the settlement might be admissible at trial. (See Everman, supra, 8 Cal.App.4th at p. 471.) Breckenridge’s preferred authority does not help her. Breckenridge invokes North County Contractor’s Assn. v. Touchstone Ins. Services (1994) 27 Cal.App.4th 1085 (North County) for its broad pronouncement that “[g]ood faith may be found only if there has been no collusion between the settling parties and where the settlement amount appears to be within the ‘reasonable range’ of the settling party’s proportionate share of comparative liability for a plaintiff’s injuries.”16 (Id. at pp. 1089–1090, quoting River Garden Farms, Inc. v. Superior Court (1972) 26 Cal.App.3d 986, 998.) But River Garden did not involve a “charge [of] collusion” (River Garden, at p. 998) and North County did not involve a collusive settlement (North County, at p. 1094). Moreover, 15 Gandhi is obligated by the settlement to testify at trial at the CSC parties’ request. 16 Long Beach Memorial Medical Center v. Superior Court (2009) 172 Cal.App.4th 865, 872 quoted North County for this same language. But that court proceeded to conduct a full Tech-Bilt analysis, reversing a good faith finding due to collusion that affected both the settlement value and the other defendants’ legitimate interest in prosecuting an indemnity claim against the settling defendants. (Long Beach, at pp. 873–877.) Long Beach does not stand for the proposition that any tactical advantage conferred by a settlement forecloses a good faith settlement finding. 15 River Garden is consistent with our analysis: “Any negotiated settlement involves cooperation, but not necessarily collusion. It becomes collusive when it is aimed to injure the interests of an absent tortfeasor. Although many kinds of collusive injury are possible, the most obvious and frequent is that created by an unreasonably cheap settlement. … Prevention of collusion is but a means to the end of preventing unreasonably low settlements which prejudice a nonparticipating tortfeasor. The price of a settlement is the prime badge of its good or bad faith.” (River Garden, at p. 996.) At bottom, the cooperation and nonassistance provisions here supply no independent basis to deny a good faith determination. They neither undermine Breckenridge’s legitimate interest nor demonstrate of themselves that the settlement is inconsistent with the equitable allocation of costs. However, they are properly considered in evaluating whether the settlement is in the good faith ballpark. B. The Allocation to CSC Parties’ Claims against Gandhi Breckenridge contends that Gandhi as the moving party had and failed to carry an initial burden to substantiate the reasonableness of the settlement valuation of all released claims, both the CSC parties’ and Gandhi’s. We disagree. Gandhi satisfied any initial burden by substantiating the reasonableness of the settlement valuation of the CSC parties’ claims against her; she did not need to substantiate the reasonableness of the settling parties’ valuation of her own claims. So Breckenridge bore the burden of showing that the value allocated to the CSC parties’ claims was too low. The good faith settlement statute itself does not expressly impose an initial burden on the moving party. (See § 877.6.) But courts have required settling parties to allocate the settlement among claims and provide evidence supporting the valuation in some circumstances. When “ ‘the cash amount of the settlement does not dictate the amount of the offset’ ” to which a joint tortfeasor will be entitled, “ ‘the settling parties must include an allocation or a valuation in their agreement.’ ” (Franklin Mint Co. v. Superior Court 16 (2005) 130 Cal.App.4th 1550, 1557 (Franklin Mint), quoting Alcal Roofing & Insulation v. Superior Court (1992) 8 Cal.App.4th 1121, 1124–1125 (Alcal).) The settling parties “ ‘are in the best position to place a monetary figure on its value,’ ” so they “ ‘have the burden of establishing’ ” that value. (Franklin Mint, at p. 1557.) Courts expect that joint valuation by the settling parties will “ ‘generally produce a reasonable valuation’ ” because the settling parties have “ ‘somewhat’ ” divergent interests—“ ‘the plaintiff would prefer the value to be on the low side to reduce the amount that its claims against other defendants will be reduced; the settling defendant will want the value to be high enough to assure that the agreement is found to be within its Tech-Bilt “ballpark” so as to relieve it of liability for comparative indemnity or contribution.’ ” (Ibid., quoting Abbott Ford, supra, 43 Cal.3d at p. 879.) So “the moving party must set forth the value of the consideration paid and an evidentiary basis for that valuation, and must demonstrate that the valuation ‘was reached in a sufficiently adversarial manner to justify the presumption that a reasonable valuation was reached.’ ” (Franklin Mint, at p. 1558, quoting Erreca’s v. Superior Court (1993) 19 Cal.App.4th 1475, 1496 (Erreca’s); see also Regan Roofing Co. v. Superior Court (1994) 21 Cal.App.4th 1685, 1700–1701; Dillingham Construction, N.A., Inc. v. Nadel Partnership, Inc. (1998) 64 Cal.App.4th 264, 286 (Dillingham).) “A nonsettling defendant may then challenge the settlement by ‘attempt[ing] to prove that the parties’ assigned value is too low and that a greater reduction in plaintiff’s claims against the remaining defendants is actually warranted.’ ” (Franklin Mint, at p. 1558, quoting Abbott Ford, at p. 879.) Preliminarily, we agree that the cash amount of the settlement, as structured, does not itself dictate the section 877 reduction to the CSC parties’ claim against Breckenridge. (See Franklin Mint, supra, 130 Cal.App.4th at p. 1557.) The reduction to which Breckenridge would be entitled, if the CSC parties were to prevail in their tort claims against her, would be “the amount of the consideration [Gandhi] paid for” the CSC parties’ release of their tort claims against Gandhi. (§ 877, subd. (a).) The settling 17 parties were accordingly required to include an allocation to the CSC parties’ tort claims in their settlement. (See Alcal, supra, 8 Cal.App.4th at pp. 1124–1125.) They met this requirement. Gandhi satisfied any obligation to offer an evidentiary basis for the agreed valuation in the settlement. That evidentiary basis is made up of the declarations and attachments she submitted in support of her argument that the allocation fairly approximated the CSC parties’ probable recovery at trial, accounting for her claimed strong likelihood of prevailing on the merits. Breckenridge suggests that the only evidence supporting the reasonableness of the allocation to the CSC parties’ claims are declarations of counsel describing the settlement valuation, but she overlooks the evidence offered by Gandhi and the CSC parties regarding the probable recovery at trial.17 As for Breckenridge’s contention that the settling parties had to assign some value to the CSC parties’ allegations about transactions beyond the alleged Stripe and SFR kickbacks, Gandhi supplied an attorney declaration that supported assigning no value to those claims by explaining that the CSC parties had failed to develop them. Breckenridge failed to challenge this evidence in the trial court. Indeed, rather than disputing the declaration by Gandhi’s attorney, Breckenridge argued that the CSC parties had abandoned these non-Stripe/non-SFR allegations by failing to mention them.18 Finally, the allocation is sufficiently adversarial to justify a presumption that a reasonable valuation was reached. The purpose of the adversity requirement is to ensure that the settling parties had an interest in producing a reasonable valuation. (See Abbott 17 To the extent that Breckenridge suggests the trial court needed to provide record citations in its written order, she does not support this suggestion with authority. 18 Breckenridge warned that the CSC parties should be judicially estopped from pursuing these allegations against her if their settlement with Gandhi were determined to be in good faith. 18 Ford, supra, 43 Cal.3d at p. 879; see also Erreca’s, supra, 19 Cal.App.4th at p. 1496 [deriving requirement from Abbott Ford while declining to require that the parties explain the rationale behind the allocation where there is adequate evidentiary support for the allocation]; Franklin Mint, supra, 130 Cal.App.4th at pp. 1557–1558 [discussing Abbott Ford and Erreca’s].) It does not require a substantial divergen