Filed 7/24/26 Baker & McKenzie LLP v. Yehuda CA2/1
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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has not been certified for publication or ordered published for purposes of rule 8.1115.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
SECOND APPELLATE DISTRICT
DIVISION ONE
BAKER & MCKENZIE LLP, B341253
Plaintiff and Respondent, (Los Angeles County
Super. Ct. No. 22VECV01421)
v.
YORAM YEHUDA et al.,
Defendants and Appellants.
APPEAL from a judgment of the Superior Court of
Los Angeles County, Huey P. Cotton, Jr., Judge. Affirmed.
Decker Law, James Decker, Griffin Schindler and
Chris Jones for Defendants and Appellants.
Bartko Pavia, Robert H. Bunzel, C. Griffith Towle and
P. Casey Mathews for Plaintiff and Respondent.
____________________________
Yoram and Sharona Yehuda appeal from a judgment in
favor of Baker & McKenzie LLP (Baker), a law firm. Baker sued
the Yehudas to recover unpaid fees and costs incurred in
representing the Yehudas in a lawsuit in Florida.
On appeal, the Yehudas argue their engagement agreement
with Baker terminated by its own terms before Baker had
provided the services for which it sought payment, and therefore
the trial court erred in finding breach of a written agreement.
The Yehudas further argue Baker’s alternative claims for unjust
enrichment and quantum meruit are time-barred.
Apart from finding a breach of the engagement agreement,
the trial court found in the alternative that the Yehudas
promised in numerous e-mails to pay Baker’s fees, and those
promises were themselves enforceable written agreements the
Yehudas breached. The Yehudas’ arguments concerning the
engagement agreement provide no basis to conclude the trial
court’s alternative findings were in error.
Accordingly, we affirm.
BACKGROUND
The Yehudas retained Baker in 2017 to represent them in a
lawsuit filed against them in federal district court in Florida.
Baker and the Yehudas signed an engagement letter drafted by
Baker stating Baker would represent the Yehudas “for the
limited purpose of challenging, and seeking dismissal of, certain
claims asserted in the . . . complaint.” The letter continued, “The
engagement will terminate after the initial challenges outlined
above are completed and ruled upon (including any necessary
appeals). [Baker] does not represent the [Yehudas] at this time
for actions outside the scope of the aforementioned limitations,
including efforts concerning the underlying defense on the merits
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of the proceeding. If the [Yehudas] desire that [Baker] represent
[them] in addition to, or following the initial challenges, a new
engagement letter will be entered or an addendum to this limited
engagement will be added.” The letter stated Baker would bill
the Yehuda’s “monthly, with payment due upon receipt of our
statement.”
The engagement letter incorporated Baker’s “Standard
Terms of Engagement.” Those terms stated, “Any change to
these terms must be made or confirmed in writing in the
Assignment Letter and be signed by the Managing Partner of one
of our Firm offices.”
Baker continued to represent the Yehudas beyond the scope
outlined in the engagement letter, including at trial. The
Yehudas paid over a million dollars in fees and costs to Baker,
but fell behind in paying Baker’s invoices, and eventually stopped
paying them altogether. Ultimately, the Yehudas lost at trial,
after which Baker withdrew from the case due to unpaid invoices.
Baker then sued the Yehudas in Los Angeles County
Superior Court to recover its unpaid fees and costs. Baker
asserted causes of action for breach of contract, unjust
enrichment, and quantum meruit. Following a bench trial, the
trial court issued a statement of decision ruling in favor of Baker.
The Yehudas filed no objections to the statement of decision.
In the statement of decision, the trial court rejected the
Yehudas’ argument that because the engagement letter was
limited in scope, it did not apply to all the unpaid invoices. The
court found, based on witness testimony including from Mr.
Yehuda, as well as written communications between the parties,
that the Yehudas “approved Baker’s expanded scope of services”
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and the engagement letter was applicable to all of Baker’s
invoiced services.
The court further found, “In addition to [the engagement
letter], the Yehudas’ numerous promises to pay Baker, on which
Baker relied and provided valuable consideration through
continued services, are also enforceable express promises.” The
court cited e-mails between the parties in which the Yehudas
stated they would pay Baker’s invoices. For example, in one
e-mail the Yehudas stated they would pay Baker $50,000 a
month until their balance was paid. The court wrote, “There was
mutual assent, consideration and damages flowing from these
additional written promises.” The court also found the e-mails
“ratif[ied] the obligations” in the engagement letter and
“estop[ped] the Yehudas from erecting false narratives now to
avoid payment.”
The court concluded that because the parties had an
enforceable express written agreement, the court could not grant
relief under principles of quantum meruit and unjust enrichment.
The court stated, however, that Baker had proved the elements of
these theories as well. The court noted, “The amount owed is the
same, regardless of legal theory.”
The trial court entered judgment of just over a million
dollars against the Yehudas. The Yehudas timely appealed.
DISCUSSION
On appeal, the Yehudas argue the trial court erred in
finding the Yehudas’ breached the engagement letter. The
Yehudas contend the engagement letter’s scope was limited to
motions to dismiss, and therefore the letter by its own terms
terminated once the Florida district court ruled on those motions.
The Yehudas assert the parties never agreed to an addendum to
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that engagement letter or a new engagement letter expanding
the scope of Baker’s services.
The Yehudas further argue the trial court erred in applying
Florida’s statute of limitations to Baker’s quantum meruit and
unjust enrichment claims. The Yehudas contend California’s
statute of limitations prevails in a choice-of-law analysis, and the
quantum meruit and unjust enrichment claims are untimely
under California’s statute.
As noted, the trial court did not base its finding of breach of
written contract exclusively on the engagement agreement. It
also found that, separate and apart from the engagement letter,
the Yehudas’ subsequent e-mails promising payment were
themselves enforceable written promises. The court further
found those e-mails estopped the Yehudas “from erecting false
narratives now to avoid payment.” Whatever the merits of the
Yehudas’ arguments concerning the engagement agreement,
those arguments do not demonstrate the trial court’s alternative
findings were in error.
In their reply brief, the Yehudas argue the trial court’s
reference to “ ‘the Yehudas’ numerous promises to pay Baker,’ ”
which the court concluded “ ‘ratif[ied] the obligations in [the
engagement letter],’ ” “were related to the theory that the written
[engagement letter] was modified, and not to any theory of an
independently enforceable oral contract.” The Yehudas further
argue the trial court could not grant recovery “under a theory of
enforceable oral promise or oral contract,” because Baker’s
complaint solely alleged breach of a written contract.
We disagree with the Yehudas’ reading of the trial court’s
decision. The court stated, “In addition to [the engagement
letter], the Yehudas’ numerous promises to pay Baker . . . are
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also enforceable express promises.” (Italics added.) This
language is inconsistent with Yehudas’ view that the trial court
found the Yehudas’ promises merely modified the engagement
letter.
The statement of decision also undercuts the Yehudas’
argument the trial court improperly relied on a theory of oral
contract. In making its findings, the trial court cited e-mails, i.e.,
writings, from the Yehudas, and characterized them as
“additional written promises.” (Italics added.)
At oral argument, the Yehudas’ counsel argued Baker’s
cause of action for breach of written contract was based solely on
the engagement letter, and therefore the court’s finding that the
e-mails were separately enforceable was outside the scope of the
pleadings. Counsel further argued an “enforceable express
promise” is not a legally valid for recovery. We decline to reach
these arguments raised for the first time at oral argument.
(Leeds v. City of Los Angeles (2025) 115 Cal.App.5th 537, 547,
fn. 5.) The Yehudas in their opening brief state, “Baker
exclusively relies on the Fee Agreement as the basis for its claim
of breach of written contract,” but the Yehudas’ briefing does not
explain why the trial court’s alternative findings based on the e-
mails and estoppel are in error.
Because we affirm the trial court’s judgment based on
breach of written contract, we do not reach the Yehudas’
contentions regarding quantum meruit and unjust enrichment.
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DISPOSITION
The judgment is affirmed. Baker & McKenzie LLP is
awarded its costs on appeal.
NOT TO BE PUBLISHED.
BENDIX, J.
We concur:
ROTHSCHILD, P. J.
WEINGART, J.
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