Gabrielino-Tongva Tribe v. St. Monica
Redevelopment
Filed 11/8/13 Gabrielino-Tongva Tribe v. St. Monica
Redevelopment CA2/5
California Rules of Court, rule 8.1115(a), prohibits courts
and parties from citing or relying on opinions not certified for publication or
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IN
THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND
APPELLATE DISTRICT
DIVISION
FIVE
GABRIELINO-TONGVA TRIBE,
Plaintiff and Appellant,
v.
ST. MONICA DEVELOPMENT et al.,
Defendants and Respondents.
B238603
(Los Angeles
County
Super. Ct.
No. BC361307)
APPEAL from
a judgment and order of the Superior Court
of
County, Zaven Sinanian, Judge. Reversed.
Lara &
Ibarra and Delia Ibarra for Plaintiff and Appellant.
Law Offices
of Jonathan Stein and Jonathan A. Stein for Defendants and Respondents.
At some time in California’s
distant past, the indigenous Tongva people of the Los
Angeles Basin were
associated with the San Gabriel Mission and became known as “Gabrielinos.†In 1994, the Gabrielino-Tongva people were
recognized by the State of California
as “the aboriginal tribe of the Los Angeles
Basin . . . .â€
there are several associations of descendants of this historic Native American
tribe.
This appeal
concerns two different groups of people claiming the right to control one such
association, the Gabrielino-Tongva Tribe (the “Tribeâ€). One of these two factions (appellant)
initiated this lawsuit against defendants (respondents); the other tribal
entity settled the claims against defendants.
Defendants moved for summary judgment based on that settlement. The trial court determined there was no
triable issue of material fact concerning the authority of the settling faction
to act on behalf of the Tribe and entered judgment for defendants. We determine there remain triable issues of
material fact preventing summary disposition of this matter. We therefore reverse the judgment and the
order granting respondents’ motion for summary judgment.
I. FACTUAL AND PROCEDURAL BACKGROUND
In 2001,
defendant Jonathan Stein was hired by the Tribe to help it become the first
Native American tribe to open a casino in Los Angeles
County. Stein was appointed Chief Executive Officer
(CEO) of the Tribe, which utilized office space within Stein’s Santa
Monica law offices as its principal place of business.
Stein
incorporated Santa Monica Development Company (SMDC). SMDC entered into a
Tribal Nation, a tribal sovereign for the Gabrielino aboriginal tribe of Los
Angeles Basin,â€
for the purpose of pursuing the Tribe’s plans to own and operate a casino
(the Development Agreement).
Although
the Tribe had been in existence for some time, it did not officially elect its
first Tribal Council (Council) or governing board until October 2005. Samuel Dunlap, Virginia Carmelo, Edgar Perez,
Shirley Machado, Martin Alcala and Adam Loya were elected to the Council. The Council was empowered to make all
significant decisions concerning the Tribe, including control and expenditure
of tribal funds.
In 2006,
SMDC procured an investor, Libra Securities LLC (Libra), for the Tribe’s casino
project. Libra and the Tribe executed a
Development Funding Agreement intended to support the Tribe’s effort to develop
one or more Las Vegas-style casinos in Los Angeles
County. In May 2006, Libra credited the Tribe
with $2,150,000 in investment funds.
Disagreements
between Stein and the Council arose during the summer of 2006. In a September
9, 2006 meeting, Stein made several demands of the Council,
resigning as the Tribe’s CEO.
The Council
accepted Stein’s resignation, removed him as a signatory on its bank accounts
and relocated its principal place of business from Stein’s law offices to
newly-leased office space. The Council
asked former state senator Richard Polanco to replace Stein as CEO of the
Tribe.
After his
termination, Stein sent a letter, which he admitted was not authorized by the
Council, to the entire Tribe membership announcing he had been fired and that
his “assistant, Barbara Garcia, is the Tribal Administrator . . .
[who] keeps membership records.†He
did not seek to return the membership records to the individual members or to
the Council; rather, Stein asked the members to write to the Council to express
support for him and his “Tribal Administration Office.†Stein also deleted all of the Council members’
telephone numbers from the Tribe’s Web site, deactivated their e-mails and left
his office number as the sole contact for the Tribe. Additionally, Stein communicated with Wells
Fargo Bank and Union Bank in an effort to freeze the Tribe’s assets.
The
foregoing conduct led the Tribe to file a lawsuit against Stein and SMDC on November 2, 2006 for misrepresenting
their authority in an attempt to control the Tribe’s finances and assets,
undermining the Tribe’s efforts to seek federal recognition and to develop a
casino, and defaming members of the Council.
The same day the Tribe filed its complaint, Stein and SMDC sued the
Tribe, each of the Council Members, the Tribe’s general counsel, outside
counsel and the newly appointment CEO and Libra—the sole investor in the Tribe’s
casino project. These two lawsuits,
together with a third action filed by one of the Tribe’s former federal
lobbyists, were consolidated into one action.
Shortly
after Stein’s formal relationship with the Tribe was terminated and this
litigation commenced, Stein contacted Tribe members who had previously but
unsuccessfully run for positions on the Council inviting them to join a
newly-created group entitled the “Financial Oversight Committee†(FOC). He asked the FOC members to support a recall
of the Council members and suggested, if the recall were successful, the FOC
members could become Council members and thereby gain control over all of the
Tribe’s activities including the casino project.
On November 18, 2006, Stein convened a
group of the Tribe’s membership and introduced them to the FOC. He told the members the Tribe owed him $2.7
million and the Council had embezzled money from Libra and then fired Stein
when he tried to stop the embezzlement.
Although Stein intended to call for a recall election at that meeting,
he acknowledged in his deposition
name="_ftnref3" title="">[3] no recall ever took
place.
After this
litigation commenced, certain members of the Tribe sent Stein pre-printed “blue
cards†demanding Stein return their tribal records. The blue cards read in full: “Dear Mr. Stein, I demand you return all my
Member Records immediately! You are no
longer affiliated with the Tribal Council.
Forward my Member Records to. . . . .†Thereafter the card provided space for the
signatory’s name, address and signature.
The blue cards were addressed to “Law Offices of Jonathan A. Stein,†and
included Stein’s California State Bar number.
The Tribe members who submitted the blue cards received no immediate
response from Stein.
On December 18, 2006, an entity named “Gabrielino-Tongva
Tribe†was registered with the Secretary of State as an unincorporated
association. Linda Candelaria signed the
form as a member of the FOC. Barbara
Garcia, Stein’s legal assistant, was listed as the registered agent for service
of process.
In the
spring of 2007, some months after receiving the blue cards, Stein’s legal
assistant responded to the blue cards by mailing a “Return of Membership
Records Form,†on letterhead of the “Gabrielino-Tongva Tribe,†which informed
those who made the requests that they were no longer members of the Tribe. Under the certification, “I have reviewed the
membership records of the Gabrielino-Tongva Tribe, a California Indian Tribe historically
known as San Gabriel Band of Mission Indians,†the text read: “I have enclosed the original membership
records for the above-mentioned individual(s) held by the Gabrielino-Tongva
Tribe. I have returned the original
membership records to you at the address listed in your contact
information. A copy of the membership
termination letter [i.e., blue card] has been kept for our records.†At the bottom of the certificate, under the
heading “Tribal Council,†appeared the names Linda Candelaria, Bernie Acuna,
Martha Gonzalez Lemos, Suzanne Rodriguez and Laurie Salse. The designations “Chief Executive
Officer: Jonathan Stein, St. Monica
Development Co., LLC†and “Tribal Administrator: Barbara Garcia†also appeared at the foot of
the letter.
Thus, as of
late 2006 or early 2007, there were two councils claiming to speak for, and act
on behalf of, the Gabrielino-Tongva Tribe.
To avoid confusion in discussing these two separate groups, we hereafter
refer to the group represented by the Council members elected in 2005 as the “Dunlap
Faction†(appellant) and the group represented by the persons elected to the
Council in 2007 as the “Candelaria Faction.â€
In March,
2007, Stein and the Candelaria Faction entered into an “Assumption and Estoppel
Agreement,†pursuant to which the Tribe agreed to be estopped from denying its
obligation to pay $2,700,897.65 to Stein and SMDC under the terms of the
Development Agreement.
In July
2007, the Dunlap Faction filed the Tribe’s second amended complaint (SAC), the
operative pleading before us. This
complaint stated claims for conversion,
breach of fiduciary duty, misappropriation of trade secrets, breach of
confidence, intentional interference with economic relationships, negligent
interference with economic relationships, breach of contract, breach of the
implied covenant of good faith and fair dealing, legal malpractice,
violation of Penal Code section 502, subdivision (c) and
unfair competition. The Tribe sought injunctive
and declaratory relief, as well as unspecified damages.
On October
30, 2007, Stein and SMDC entered into a Settlement and Release Agreement with
the Candelaria Faction (the “Settlement Agreementâ€), pursuant to which the
Tribe agreed to settle its claims against Stein and SMDC for $1,000. Candelaria signed the agreement on behalf of
the “Gabrielino-Tongva Tribe†and represented she and the tribal entity had the
authority to settle the claims.
The Dunlap
Faction learned about the foregoing settlement when Stein and SMDC moved for
entry of judgment pursuant to the Settlement Agreement, as provided in Code of
Civil Procedure section 664.6. In April
2008, the trial court granted the motion as it pertained to the Candelaria
Faction but found the Dunlap Faction had not settled its claims concerning the
Development Agreement and refused to dismiss the Dunlap Faction’s complaint
against Stein and SMDC. The court
stated, “While this ruling clarifies the positions of the SMDC/Tribe parties,
it does not eliminate the on-going claims and cross-claims of the [Dunlap
Faction] and SMDC.â€
After
further proceedings not directly relevant here, Stein and SMDC each moved for
summary judgment on the operative complaint, arguing they had settled all of
their claims with the “Gabrielino-Tongva Tribe,†judgment had been entered by
the trial court, and all claims being pursued by the Dunlap Faction should
therefore be dismissed. They claimed the
Dunlap Faction was a breakaway group called “GT Nation,†which “only came into
existence after Stein was terminated
as an officer of the . . . Tribe . . . .†They further maintained the spin-off occurred
when the breakaway members sent in “blue cards†as a “method of requesting that
their . . . Tribe records be transferred to . . . [the]
Nation.â€
The Dunlap
Faction opposed the motions. In
declarations of its CEO and a Council member, the Dunlap Faction denied it
broke away from the Tribe and attested that it was the tribal entity which
contracted with SMDC, hired and fired Stein, filed the instant lawsuit and had
sole authority to prosecute and/or settle the lawsuit. The Dunlap Faction submitted additional
evidence contradicting Stein and SMDC’s evidence that its members had
terminated their membership in the Tribe and joined a newly formed group and
that the Council members elected in 2005 had abandoned their positions with the
Tribe.
The trial
court granted the summary judgment motions of Stein and SMDC. The court referred to “a Tribal Council
Resolution dated 10/30/07 on GT Tribe letterhead, plainly providing that ‘the
Tribal Council finds that it is in the best interests of the Tribe that the
legal action filed as . . . Los Angeles Superior Court Case
No. BC-361307 . . . be settled and
dismissed. . . .’†The court
noted that in opposition, “GT Tribe claims that the settlement ‘does not relate
to the tribal organization that is a party to this lawsuit,’†and referred to
the Dunlap Faction’s evidence that Stein had acknowledged in his deposition the
members of the Council of the Dunlap Faction had never been removed from
office, nor abdicated, abandoned, or resigned their positions, or that the
tribal entity which they governed had ceased to exist. The court concluded the Dunlap Faction “failed
to submit any evidence to raise a triable issue of fact as to why the
settlement agreement, which plainly calls for dismissal of GT Tribe’s action
against SMDC and Stein, is not determinative here.†The court entered judgment for respondents;
this timely appeal followed.
II. DISCUSSION
“On appeal from a summary judgment,
our task is to independently determine whether an issue of material fact exists
and whether the moving party is entitled to summary judgment as a matter of
law. [Citation.] ‘We independently review the parties’ papers
supporting and opposing the motion, using the same method of analysis as the
trial court. Essentially, we assume the
role of the trial court and apply the same rules and standards.’ [Citation.] We apply the same three-step analysis required
of the trial court. First, we identify
the issues framed by the pleadings since it is these allegations to which the
motion must respond. Second, we
determine whether the moving party’s showing has established facts which negate
the opponent’s claim and justify a judgment in the moving party’s favor. When a summary judgment motion prima facie
justifies a judgment, the third and final step is to determine whether the
opposition demonstrates the existence of a triable issue of material fact. [Citations.] In so doing, we liberally construe the
opposing party’s evidence, strictly construe the moving party’s evidence, and
resolve all doubts in favor of the opposing party. [Citations.]†(Hutton v. Fidelity National Title Company
(2013) 213 Cal.App.4th 486, 493-494.)
Here, Stein
and SMDC contended they were entitled to judgment as a matter of law because
the tribal entity which sued them entered into a written agreement settling all
its claims against them. In support of
this contention, respondents submitted the Settlement Agreement executed by
Candelaria on behalf of the Tribe, together with the Council resolution which
approved the settlement and release of claims.
They argued that as a result of the settlement, there were no pending
causes of action for appellant to prosecute.
While the
Dunlap Faction did not dispute that the Candelaria Faction executed a
settlement agreement purporting to settle the SAC on behalf of the “Gabrielino-Tongva
Tribe,†it disputed the authority of Candelaria and the Candelaria Faction to
act on behalf of the plaintiff in the SAC:
“Any such settlement does not relate to the tribal organization that is
a party to this lawsuit.†To support its
position, appellant submitted the declaration of Sam Dunlap, Chairman of the Dunlap
Faction’s Council, who attested to the duly elected and acting members of the
governing body of the Tribe—Candelaria was not among them. Appellant also referred to Stein’s deposition
in which he acknowledged the Dunlap Faction’s Council members never submitted
their resignations, nor were recalled from office. This contradicted respondents’ position that
the Dunlap Faction had ceased to serve as the Tribe’s governing board, a
necessary prerequisite to the lawful election of the Candelaria Faction; the
supposed successor to the Dunlap Faction.
The record
on appeal contains evidence to support the parties’ respective positions
regarding the authority of the Candelaria Faction to act on behalf of the
plaintiff in this lawsuit. That evidence
is rife with disputed issues of material fact.
Because the evidence concerning the Candelaria Faction’s authority to
settle the claims brought against Stein and SMDC was disputed, respondents did
not meet their burden on their motions for summary judgment.
III. DISPOSITION
The judgment and the order granting respondents’ motion
for summary judgment are reversed.
Appellant is to recover its costs on appeal from respondents.
NOT
TO BE PUBLISHED IN THE OFFICIAL REPORTS
KUMAR,
J.
We concur:
TURNER,
P. J.
MOSK,
J.
[1] They have not yet achieved federal
recognition, although the Bureau of Indian Affairs maintains official rolls of
documented Gabrielino Indians.
demands included firing the Tribe’s general counsel, the designation of Stein
as sole signatory on the Tribe’s bank accounts and the removal of Dunlap
from the Council.
