Nathaniel Kelly

State of California:

State Bar of California — 2009

Federal Courts:

U.S. District Court, Northern District of California U.S. District Court, Central District of California U.S. District Court, Eastern District of California U.S. District Court, Southern District of California U.S. Court of Appeals, Ninth Circuit

Breach of Fiduciary Duty & Trade Secret Misappropriation — $7,418,642 JudgmentSuperior Court of California, County of Orange | March 12, 2026Represented a 50% co-founder after his co-owner secretly formed a competing entity while still serving as manager of the original company, and took all company assets — including a proprietary lead-screening algorithm, customer lists, sales scripts, computers, and cash. The respondent then actively solicited existing customers to cancel their policies and purchase from the competing entity. AAA arbitrator found willful and malicious misappropriation of trade secrets and breach of fiduciary duty by clear and convincing evidence. Award confirmed as judgment by the Superior Court of California, County of Orange. Judgment: $7,418,642.57 — $5,000,000 compensatory damages, $2,000,000 exemplary damages, $337,217.57 attorneys' fees, $35,763.50 arbitration costs. Respondent terminated as manager and member of the company.---Hostile Takeover Defeated — Judgment After Bench TrialSuperior Court of California, County of Alameda | Case No. HG20077657 | October 2025Represented the board of a California corporation against a plaintiff who filed a Fifth Amended Complaint claiming to be an authorized director and seeking to assert control over the organization. Case proceeded through bifurcated bench trial on the threshold issue of standing. Defendants moved for judgment under Code of Civil Procedure § 631.8 after plaintiff's case-in-chief. Court granted judgment in favor of defendants in full. Complaint dismissed with prejudice on all causes of action. Plaintiff failed to demonstrate she was a member, board member, or authorized to bring suit on behalf of the corporation.---Property Partition — Bench TrialSuperior Court of California, County of Alameda | Case No. 21CV000122 | 2025Represented defendant in a partition action filed by a co-owner organization seeking forced sale and apportionment of a jointly held property. Case proceeded through four years of litigation including a full bench trial. Following trial and tentative rulings, mediator's proposal accepted by both parties. Client received 76% of $1,530,000 in sale proceeds — more than three times the opposing party's share.---Minority Shareholder Buyout — $3.5M2025Represented a 20% minority owner who was terminated, excluded from distributions, and sued by the majority for trade secret misappropriation. After 16 months of contentious litigation, secured a $3.5M buyout through mediation.---

Corporate Dissolution — $1.5M Settlement

Superior Court of California, County of San Francisco | 2024Represented a business owner in a corporate dissolution action. Partners could not agree on a reasonable buyout and made various claims against each other. Won motion for preliminary injunction. Resolved through mediation. $1.5M settlement.---Trade Secret Defense — Federal CourtUnited States District Court, Eastern District of Pennsylvania | 2024Defended the former division COO of a large national company against federal trade secret claims. Successfully defended preliminary injunction motion that, if granted, would have prevented client from continuing in his new role. Matter resolved through mediation. Client retained his position at his new company.---Appellate Victory — Breach of ContractCalifornia Court of Appeal | 2024Represented respondent in breach of contract appeal following bench trial. Defeated appellant's claims on incorporation by reference and application of the parol evidence rule. Appeal defeated in full. Costs and attorneys' fees awarded to client by the appellate court.---Derivative Action — Court-Approved Monetary JudgmentSuperior Court of California |Obtained court-approved monetary judgment against board of directors in derivative action stemming from the failure of a private company. Represented group of 16 plaintiffs.---Summary Judgment — Trademark DilutionClearly Canadian Beverage Corp. v. Top Shelf Beverages (Clearly Kombucha) | 2015Defended Top Shelf Beverages against claims that its mark, Clearly Kombucha, infringed the mark Clearly Canadian — including patent infringement, copyright claims, and trademark dilution. Won partial summary judgment on the dilution claim. Achieved highly favorable settlement resolving all remaining claims.---UCC Breach of Contract — $1.3M Pre-Filing Resolution2024Represented an Illinois-based steel parts supplier with over $700,000 in outstanding invoices and $700,000 in half-complete inventory after a unicorn startup experienced funding issues. Negotiated pre-filing on the enforceability of a notice provision and the treatment of in-process inventory. Recovered full $1.3M. Business relationship preserved, enabling an additional $1.1M in subsequent orders.---Airport Authority Penalty — $500,000 Reduced to $60,0002023

Represented an airplane servicing company that received a notice of penalty exceeding $500,000 from a San Francisco Airport authority. After approximately four weeks of representation, penalty reduced to $60,000 with an affordable payment plan — without filing suit.

The Chainsmokers Limited, Mood-Altering Shades With Futuremood

May 02, 2022

Nate Kelly led and completed a negotiated investment, collaboration, and licensing agreement between client, Futuremood Studios, and international DJ duo The Chainsmokers. See, https://www.themanual.com/fashion/chainsmokers-mood-altering-shades-with-futuremood/.

Lil Yachty Is Latest Investor As Sunglasses Brand Futuremood Expands Its Pop Culture Lens

Mar 03, 2022

Nate Kelly led negotiation to bring in Rap/Pop Superstar as a lead investor and collaborator to the sunglasses brand, Futuremood. We negotiated and completed a unique investment, collaboration, and licensing agreement, which sets a new standard for celebrity - brand partnerships. See, https://www.forbes.com/sites/cathyolson/2022/07/07/lil-yachty-is-latest-investor-as-sunglasses-company-futuremood-expands-its-pop-culture-lens/amp/.