Filed 7/27/26 GMG Development v. Riddell 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NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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
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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND APPELLATE DISTRICT
DIVISION ONE
GMG DEVELOPMENT LLC, B350616
Plaintiff and Appellant, (Los Angeles County
Super. Ct. No. 24STCV04733)
v.
JEFFREY RIDDELL et al.,
Defendants and
Respondents.
APPEAL from an order of the Superior Court of Los
Angeles County, Randolph M. Hammock, Judge. Affirmed.
Franceschi Law Offices and Ernest J. Franceschi, Jr., for
Plaintiff and Appellant.
Reden Riddell and Michael J. Riddell for Defendants and
Respondents.
__________________________________
Appellant GMG Development LLC entered a purchase
agreement with respondents Jeffrey Riddell and Katrina Riddell,
whereby GMG was to buy a plot of vacant land from the Riddells.
The purchase agreement provided that the prevailing party in
any lawsuit between the parties would be entitled to attorneys’
fees and costs, unless: (1) that party commenced an action
without first attempting to resolve the dispute through
mediation; or (2) before commencement of an action, refused to
mediate after a request to do so had been made. The agreement
also provided an exception to this rule: filing a lawsuit to enable
the recording of a lis pendens did not constitute a waiver of the
mediation provision, so long as the filing party immediately
asked the court to stay the lawsuit pending mediation.
In the proceedings below, GMG sued the Riddells for
breach of contract and declaratory relief when the real estate
transaction contemplated by the agreement did not occur. The
Riddells prevailed on summary judgment and moved for
attorneys’ fees and costs under the agreement. The court granted
the motion, finding that: (a) GMG commenced suit without
requesting mediation, thereby waiving their right to invoke that
provision; (b) the Riddells had not refused to mediate; and (c) the
fees the Riddells sought were reasonable.
On appeal, GMG contends the court erred in all three
findings. We conclude that we need not decide whether GMG
waived its right to invoke the mediation provision because
substantial evidence supports the court’s finding that the
Riddells did not refuse to mediate. We additionally conclude
GMG forfeited its right to challenge the reasonableness of the
Riddells’ fees but, in any case, the court did not abuse its
discretion in finding those fees reasonable. We therefore affirm.
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FACTUAL AND PROCEDURAL BACKGROUND
A. GMG Files a Complaint; The Court Grants
Summary Judgment in Favor of the Riddells
In April 2024, GMG filed a first amended complaint,
alleging that, in December 2023, GMG and the Riddells entered
into a “Vacant Land Purchase Agreement” regarding real
property in San Bernardino County.1
Paragraph 25 of the agreement provides: “In any action,
proceeding, or arbitration between Buyer and Seller arising out
of this Agreement, the prevailing Buyer or Seller shall be entitled
to reasonable attorney fees and costs from the non-prevailing
Buyer or Seller, except as provided in paragraph 37A.”
Paragraph 37A provides: “The Parties agree to mediate
any dispute or claim arising between them out of this Agreement,
or any resulting transaction, before resorting to arbitration or
court action. . . . If, for any dispute or claim to which this
paragraph applies, any Party commences an action without first
attempting to resolve the matter through mediation, or (ii) before
commencement of an action, refuses to mediate after a request
has been made, then that Party shall not be entitled to recover
attorney fees, even if they would otherwise be available to that
Party in any such action.”
1 The first amended complaint alleges that GMG previously
attempted to assign its rights under the contract to Tammy
Woloski, who then filed a complaint against the Riddells. The
Riddells demurred to this complaint, alleging GMG’s assignment
violated the contract. Woloski subsequently assigned any rights
she acquired back to GMG, who filed the first amended
complaint, substituting itself as plaintiff.
3
Paragraph 38 is titled “ARBITRATION OF DISPUTES”
and paragraph 38C thereunder provides: “PRESERVATION OF
ACTIONS: The following shall not constitute a waiver nor
violation of the mediation and arbitration provisions: (i) the filing
of a court action to preserve a statute of limitations; (ii) the filing
of a court action to enable the recording of a notice of pending
action, for order of attachment, receivership, injunction, or other
provisional remedies, provided the filing party concurrent with,
or immediately after such filing, makes a request to the court for
a stay of litigation pending any applicable mediation or
arbitration proceeding; or (iii) the filing of a mechanic’s lien.”
GMG claimed the Riddells cancelled the agreement and
refused to accept purchase funds because they received a better
offer from a different buyer. GMG alleged causes of action for
breach of contract and declaratory relief. It requested general
damages, attorneys’ fees and costs, and a declaration that it was
entitled to purchase the real property described in the purchase
agreement.
In July 2025, the court granted summary judgment in favor
of the Riddells, holding that: (a) “Defendant has demonstrated
that Plaintiff cannot prevail on its breach of contract cause of
action because Plaintiff did not perform its end of the contract”;
and (b) “Plaintiff has not met its burden to establish a triable
issue on its excuse for nonperformance.”
On August 4, 2025, the court entered judgment in the
Riddells’ favor. The judgment provided that the Riddells were
prevailing parties for purposes of awarding attorneys’ fees and
costs, and that the court retained jurisdiction to amend the
judgment to insert those fees and costs. GMG does not appear to
have appealed this judgment.
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B. The Court Awards the Riddells Attorneys’ Fees
1. The Riddells Request Attorneys’ Fees
A day after the judgment was entered, the Riddells moved
for attorneys’ fees, alleging they were “forced to vigorously defend
this case and incur substantial attorney’s fees.” Specifically,
“[t]his included challenging Plaintiff’s initial Complaint (filed
under an individual’s name who was not party to the underlying
agreement); multiple communication[s] with opposing counsel,
the real estate brokers for both Plaintiff and Defendant;
subpoenaing the real estate brokers and escrow office; seeking
release of Plaintiff’s improper Lis Pendens both informally and,
ultimately, formally through a motion; and recording an Abstract
of Judgment. Ultimately, Defendant filed a Motion for Summary
Judgment against Plaintiff, which the Court granted.” The
Riddells requested $31,320 in fees (consisting of 69.6 hours of
work billed at $450 an hour) and $1,870.23 in costs.2
The Riddells contended paragraph 37A was not triggered so
as to preclude attorneys’ fees because “Plaintiff filed the
Complaint on February 26, 2024, without any formal notice,
attempt to resolve the dispute, or demand for mediation, thereby
waiving its rights under Paragraph 37(A) of the Agreement.”
Although Woloski requested mediation on March 4, 2024, “Courts
routinely hold that a party who initiates litigation before
attempting mediation waives the benefits of a mediation clause.”
“Furthermore, once litigation commenced, the contractual
2 The Riddells’ attorney “removed the billing entries for my
work on the Motion to Expunge, filed September 11, 2024, as the
court already awarded Defendant fees for prevailing on that
motion.”
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requirement to mediate was no longer mandatory, and Defendant
was under no obligation to accept a retroactive demand.” The
Riddells also pointed out that it was Woloski (“a non-party to the
Agreement”) who requested mediation, and that GMG had “never
actually” requested mediation.
2.GMG Opposes the Motion
In September 2025, GMG opposed the motion, arguing it
had “filed a specific performance action on February 26, 2024 to
enable the recording of a notice of pendency of action (lis
pendens) and then demanded mediation one week later, on
March 4, 2024, even before the papers had been served since
defendants’ attorney had already reached out by email on March
1, 2024. However, defendants’ counsel declined to mediate,
writing: ‘I don’t think a mediation would be beneficial at this
point given the facts.’ ” GMG also argued it was irrelevant that
Woloski demanded mediation instead of GMG because, even if
the parties’ agreement “restricted assignment pre-breach
assignment [sic], a post-breach assignment of the cause of action
remains valid.”3
3 Woloski submitted a declaration explaining that she was
a relative of GMG’s president and, when GMG assigned its rights
to her, “GMG had not retained legal counsel, and we understood
that GMG, as an LLC, could not represent itself in court or file an
action on its own behalf. We also believed the sellers had
repudiated the VLPA contract by opening escrow with another
buyer, so we wanted to act swiftly to stop any sale to another
buyer. Because we considered it an emergency to protect GMG’s
rights in the property, the assignment was executed so that I
could promptly bring a suit in my own name, which would allow a
lis pendens to be recorded. However, right before I . . . filed a
(Fn. is continued on the next page.)
6
GMG additionally pointed out paragraph 38C of the
agreement “expressly carves out preservation filings -- such as
filing to enable recording a lis pendens -- from any claim of
‘waiver’ of the mediation requirement” and contended it
“complied with that framework: file narrowly to preserve rights,
then promptly demand to mediate.” GMG argued the Riddells’
refusal to mediate disentitled them to attorneys’ fees.
GMG did not contend the amount of fees, the rate charged,
or the hours spent were unreasonable.
3. The Riddells Reply
In their reply, the Riddells pointed out that paragraph 38C
of the agreement also “requires a party filing litigation to either
mediate before filing or, in the case of preservation filings (e.g., to
enable recording a lis pendens), to seek a stay of the litigation
‘concurrent with, or immediately after,’ the filing,” and contended
“[n]either GMG nor Tammy Woloski did either.” (Fn. omitted.)
Thus, the Riddells asserted GMG had failed to preserve its right
to invoke the mediation clause.
The Riddells further explained that, before Woloski
demanded mediation, the Riddells’ attorney had “sent a detailed
e-mail identifying fatal defects in Ms. Woloski’s Complaint to her
counsel, Curtis Herron, Esq., and proposed a stipulation for
dismissal with waiver of costs.” Thus, when Woloski’s counsel
“later sent a generic ‘demand’ for mediation[,] he also said he
would review Mr. Riddell’s proposal and respond shortly. Mr.
Riddell replied that mediation did not appear productive while
awaiting Mr. Herron’s reply. That response was not a refusal; it
lawsuit in my own name, I was able to retain current counsel,
Curtis Herron, who then filed the action on my behalf.”
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was part of a continuing effort to resolve the matter efficiently
and informally.”4
4. The Court’s Ruling
In September 2025, the court granted the Riddells’ motion
in full. The court concluded that “Paragraph 38C makes clear
that a party can waive the mediation requirement by filing suit
and not immediately seeking a stay of the litigation pending
mediation. This was the case here. At no time after filing this
action and recording a lis pendens did Plaintiff seek a stay of the
action to mediate. It follows that Plaintiff waived the mediation
requirements in paragraph 37A—including that process as a
‘condition precedent’ to the attorney’s fee recovery-when it filed
this lawsuit and proceeded in court without seeking a stay to
mediate.”
The court also stated that, even had GMG not waived the
mediation provision, “there is little evidence that Defendant
‘refused to mediate.’ ” Instead, the court found “[t]he evidence
shows that when Plaintiff’s counsel ‘demand[ed] mediation,’ the
Defendant’s counsel did not unequivocally reject same. Rather he
stated that he would first wait until Plaintiff responded to his
4 The Riddells’ counsel attached an e-mail exchange to his
declaration demonstrating that: (a) on March 1, 2024, he sent an
e-mail to the counsel for Woloski explaining his views on why the
complaint was meritless; (b) Woloski’s attorney responded three
days later, stating: “Received your email, still processing and
will respond shortly. [¶] Meanwhile, we demand mediation.
Please let me know if your client is amenable to mediate this
dispute”; and (c) the Riddells’ counsel responded: “I’ll wait for
your response to my email first as I don’t think a mediation
would be beneficial at this point given the facts.”
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rather lengthy initial email.” The court concluded that GMG’s
failure to “further press” the issue of mediation, as well as its
continuing to litigate in court, meant the Riddells’ statement
“cannot be deemed a ‘refus[al] to mediate,’ as is contemplated by
paragraph 37A, but rather, a joint decision to forego the
mediation requirements and proceed in court.”5
As to the fees itself, the court found “the quoted hourly rate
is reasonable based on the complexity of the case, the quality of
services provided, the prevailing rates in Los Angeles, and the
attorney’s experience level,” noting GMG “does not argue that
this figure is unreasonable.” The court added that “Defendant
obtained a commendable result and did so fairly efficiently.
Under the totality of the circumstances—including the
complexity of the case, the quality of the work, and Defendant’s
result in the action—the quoted time of 69.6 hours is reasonable.”
The court again noted that “Plaintiff has not addressed the
reasonableness of these hours in its opposition.” Finally, the
court noted GMG’s failure to move to tax the requested costs and
awarded the requested costs.
GMG timely appealed the order granting the Riddells’
motion for attorneys’ fees.
DISCUSSION
GMG contends the trial court erred in finding that GMG
forfeited its right to invoke the mediation provision to deny
attorneys’ fees to the Riddells, that the parties jointly decided to
5 The court additionally noted GMG’s own request for
attorneys’ fees in its complaint and opined “[a]lthough not
necessarily dispositive on the issue, it would seem that what is
good for the goose should also be good for the gander.”
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forego mediation; and that the fees the Riddells requested were
reasonable.
As discussed below, because we conclude substantial
evidence supports the court’s finding that the Riddells did not
refuse to mediate, we need not address whether the court erred in
finding GMG forfeited its right to invoke the mediation provision
or that the parties jointly decided to forego mediation.
Additionally, because GMG failed to argue to the trial court that
the fees incurred by the Riddells were unreasonable, it has
forfeited that argument on appeal. Even had it not, we would
find the court did not abuse its discretion in finding the fees
reasonable.
A. Substantial Evidence Supports the Court’s
Finding That the Riddells Did Not Refuse to
Mediate
It is undisputed that, on March 1, 2024, the Riddells’
attorney sent GMG’s attorney a detailed e-mail setting forth his
view on why the complaint filed by Woloski was meritless. Three
days later, Woloski’s attorney responded, stating: “Received your
email, still processing and will respond shortly. [¶] Meanwhile,
we demand mediation. Please let me know if your client is
amenable to mediate this dispute.” The Riddells’ counsel replied:
“I’ll wait for your response to my email first as I don’t think a
mediation would be beneficial at this point given the facts.” After
this exchange, the record discloses no further mention of
mediation until the motion for attorneys’ fees.
The trial court reasonably interpreted this e-mail exchange
as the Riddells’ counsel not refusing a request for mediation, but
instead stating “he would first wait until Plaintiff responded to
his rather lengthy initial email.” As there are no other mentions
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of mediation, or anything demonstrating the Riddells’ counsel
actually responded to the lengthy initial e-mail, substantial
evidence supports the court’s finding that the response from the
Riddells’ counsel “cannot be deemed a ‘refus[al] to mediate,’ as is
contemplated by paragraph 37A.”6
B. GMG Forfeited Its Reasonableness Argument
GMG also contends the Riddells failed to demonstrate the
attorneys’ fees sought were reasonable. GMG failed to raise this
argument below. “Failure to raise specific challenges in the trial
court forfeits the claim on appeal.” (Premier Medical
Management Systems, Inc. v. California Ins. Guarantee Assn.
(2008) 163 Cal.App.4th 550, 564.)
Moreover, “we review the amount of an attorney fees award
for an abuse of discretion.” (Cruz v. Fusion Buffet, Inc. (2020) 57
Cal.App.5th 221, 237.) “Unless an award is ‘clearly wrong,’ no
such abuse of discretion can be demonstrated. [Citation.] In
other words, a trial court’s attorney fee award will not be set
aside ‘absent a showing that it is manifestly excessive in the
circumstances.’ ” (Ibid.) Even had GMG not forfeited its
argument, we would find the fees sought by the Riddells were not
6 GMG’s citation to Cullen v. Corwin (2012) 206
Cal.App.4th 1074 is inapposite. In Cullen, the defendants
“adamantly rejected” two requests to mediate. (Id. at p. 1077.)
The defendants made plain they would mediate “only in the event
that the trial court denied the[ir] motion for summary judgment.”
(Ibid.) Here, the Riddells’ attorney stated he did not think
mediation would be beneficial but would respond to the request
for mediation after Woloski’s attorney first responded to his
e-mail about why the action lacked merit, which Woloski’s
attorney had stated he would do “shortly.”
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manifestly excessive in the circumstances, and that the court
acted within the bounds of reason in awarding them.
DISPOSITION
The trial court’s order is affirmed. Respondents shall
recover their costs on appeal.
NOT TO BE PUBLISHED
M. KIM, J.
We concur:
ROTHSCHILD, P. J.
WEINGART, J.
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