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Sui Juris, LLC (D) acquired an existing Domino's pizza franchise. Daniel Poff (Poff) was the sole owner of the franchise. The other contracting party was Domino's Pizza Franchising, LLC, which was related to D. Sui Juris (D) retained, as its employees, the 17 or 18 people who already staffed the store. One of them was Renee Miranda (D), an adult male who held the title of assistant manager. In November 2008, Patterson (P) was hired to serve customers at the Sui Juris store. In June 2009, P filed this action against Miranda (D), Sui Juris (D), and D. She alleged the following facts: Miranda (D) worked as a manager at the Sui Juris (D) store. He sexually harassed her whenever they shared the same shift. He made lewd comments and gestures and grabbed her breasts and buttocks. Miranda (D) refused to stop. P reported the problem to her father and to Poff. P's father contacted the police. He also called D's “corporate office,” and told someone in the human resources department about the sexual harassment his daughter had endured at the Sui Juris (D) store. P resigned. She perceived that her hours had been reduced because she had reported Miranda's (D)misconduct to others. P sued Ds under the California Fair Employment and Housing Act (FEHA), and alleged sexual harassment, failure to take reasonable steps to avoid harassment, and retaliation for reporting harassment. P asserted common law counts for intentional infliction of emotional distress, assault and battery, and constructive termination against public policy under FEHA. Compensatory and punitive damages were sought. P maintained that D was the “employer” of both P and Miranda (D) and that they were the “employees” of D. Each defendant was described as “the agent, employee, servant, and joint venturer” of the other defendants. P claimed that Ds purportedly acted “within the course, scope and authority of such agency, employment and joint venture, and with the consent and permission of” the other Ds. Also, it was alleged that the officers and/or managing agents of every defendant “ratified and approved” all actions of the other Ds. D sought summary judgment, or, alternatively, summary adjudication, against P. D argued that it was not an “employer” or “principal,” and could not be held vicariously liable for Miranda's (D) misconduct. D acknowledged that it imposed and enforced broad standards for selling its trademarked pizza brand, but that Sui Juris (D) was a separate business run by Poff, and that he selected, managed, and disciplined his employees. D presented details of its franchise agreement, which portrayed how the parties were separate legal entities with no ownership stakes in one another. They had separate bank accounts and filed their own tax returns. They obtained all necessary business licenses and operating permits on their own. Other than a royalty fee and other miscellaneous costs, the two companies did not otherwise share profits or losses. Sui Juris (D) maintained property and liability insurance at its own expense. The agreement stated that Sui Juris (D) was “solely responsible” for “recruiting [and] hiring” employees to operate its store. They were not D's agents or employees.” D had nothing to do with how and who Poff hired. D did not participate in the hiring process. The contract removed from D any right or duty to “implement a training program for Sui Juris's (D)employees,” or to “instruct [them] about matters of safety and security in the Store or delivery service area.” Poff personally trained newly hired employees himself. Poff implemented his own sexual harassment policy. Poff explained that his policy involved “zero tolerance” and the “reasonable woman standard.” Store managers were to contact Poff if an issue or question arose. P testified that she was supervised at work either by Poff or by one of his managers or assistant managers, including Miranda (D). When the police were called. Miranda (D) was apparently arrested and taken into custody. P claimed that because the franchise agreement dictates the manner and means by which D’s products were sold. The contract also required compliance with a separate manager's reference guide (MRG). The MRG said that managers and employees new to their jobs were to be trained with programs provided or approved by D. Timecards and reports were expected. D's delivery drivers needed to meet minimum age and experience standards. Also, because employees were required to wear uniforms, the MRG set forth detailed clothing and accessory guidelines. Various grooming and hygiene standards were designed to promote neatness and sanitation. Employees could not possess or consume alcohol or illicit drugs while working or on store premises. Tobacco use was limited. At Poff's deposition. Poff implied that he had little choice but to follow the advice of his area leader, Lee. Other D inspectors visited the store four times during the year Poff owned it. On two occasions, D used unidentified (mystery) callers to assess operations. Poff acknowledged that he adopted his own sexual harassment and attendance policies. There was disputed evidence about whether Lee told Poff he had to fire Miranda (D). Lee testified that, while managers employed by the franchisees sometimes attended these sessions, the franchisees were responsible for training their employees. Lee testified that she was not involved in the hiring process. Nor was it her job to fire employees or demand that they be fired. D's human resources department offered no guidance to franchisees on handling personnel issues. If a franchisee asked Domino's for such advice, the company would recommend that the franchisee resolve the situation himself or retain counsel to do so. The trial court granted summary judgment for D on all counts. The court determined that D did not control day-to-day operations or employment practices such that Sui Juris (D) was an agent of D, or that Miranda (D) was an employee of D. It held that D's operating standards protected brand identity and integrity, and excluded hiring, firing, and other personnel matters. P appealed. The court of appeals reversed, holding that reasonable inferences could be drawn from the franchise contract and the MRG that Sui Juris (D) lacked managerial independence. D appealed.

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