Riva v. Jones CA2/5

Filed 9/17/26 Riva v. Jones CA2/5
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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION FIVE

JULIA RIVA et al., B336984

Plaintiffs, Cross-defendants and (Los Angeles County
Respondents, Super. Ct.
No. BC720162)
v.

JOPHE JONES et al.,

Defendants, Cross-complainants
and Appellant.

APPEAL from a judgment of the Superior Court of
Los Angeles County, Lia Martin, Judge. Dismissed in part,
affirmed in part.
Foley Bezek Behle & Curtis, Roger N. Behle, Jr., and
Jordan A. Liebman for Defendants, Cross-complainants and
Appellant.
Kowal Law Group, Timothy M. Kowal, Teddy T. Davis and
Richard J. Radcliffe for Plaintiffs, Cross-defendants and
Respondents.
___________________
Appellant Jophe Jones (Jones) appeals from a portion of a
judgment after a bench trial that was entered in favor of her
sister Julia Riva (Riva) and Four Jays Music Company (Four
Jays) in this action concerning the rights to songs composed by
Harry Warren. Shortly after judgment was entered, Riva passed
away. We conclude Jones’s motion to substitute the executor of
Riva’s estate as a respondent on appeal must be denied for failure
to timely comply with the creditor claim statutes of the Probate
Code, and the appeal as to the decedent Riva must be dismissed.
With respect to the appeal involving Jones’s claims against
Four Jays, Jones contends: (1) the trial court found in the first
phase of trial that a written assignment of copyright interests to
Four Jays in 1996 was not valid or enforceable, but failed to
apply the same finding in the second phase of trial; (2) the
finding that Jones failed to establish ownership of certain
copyright interests is not supported by substantial evidence
because if the 1996 assignment was not effective, her ownership
was undisputed; (3) the trial court misapplied the burden of proof
by requiring Jones to disprove an affirmative defense; and (4) the
trial court erred by analyzing her claims for misappropriation
and breach of fiduciary duty as derivative claims.
We reject the first contention of error, because the trial
court did not determine in phase one that the 1996 assignment
was invalid or unenforceable. Rather, the trial court found some
rights to income from Warren’s songs were not transferred to
Four Jays by the 1996 assignment, so Riva and Four Jays failed
to establish equitable defenses that required finding all interests
had been transferred to Four Jays. Accordingly, the trial court

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did not act inconsistently in the second phase of trial by
considering the 1996 amendment.
We also reject Jones’s second and third contentions. The
trial court’s finding in phase two – that Jones failed to establish
she owned any particular copyright interest in any particular
composition forming the basis of her claims – is supported by
substantial evidence. And the trial court correctly required Jones
to prove her ownership interest, which she failed to do; the court
did not require her to disprove an affirmative defense.
Finally, Jones’s contention that the trial court
misunderstood her claims as derivative is not a basis for reversal
here. The trial court analyzed Jones’s causes of action for
misappropriation and breach of fiduciary duty alternatively on an
individual and derivative basis. Although Jones did not allege
derivative claims, no harm has been shown, because the court
also ruled on her individual claims, and the court’s findings with
respect to those individual claims are supported by substantial
evidence. Therefore, we affirm.

FACTUAL AND PROCEDURAL BACKGROUND

A. Music Publishing Generally

“A music publishing agreement is a contract between a
songwriter and a publishing company that sets forth the
ownership of the copyright in the subject musical compositions,
and the division of revenue generated from the use of those
compositions. Under the traditional form of music publishing
agreement, the songwriter assigns his or her copyright interest in
the composition to the publisher. In return, the publisher agrees

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to promote and exploit the composition on the market, and pay
the songwriter his or her share of royalties. (See generally
Broadcast Music, Inc. v. Roger Miller Music, Inc. (6th Cir. 2005)
396 F.3d 762, 765 (Roger Miller) [describing the ‘basics of the
music industry’].)” (Brown v. Goldstein (2019) 34 Cal.App.5th
418, 421 (Brown).)
The types of royalty income generated through music
publishing include: (1) “mechanical” royalties from sales of
physical audio formats, like records; (2) “synchronization”
royalties from synchronizing music with a visual image; (3) song
book and folio royalties from the sale of printed music; and (4)
“performance” royalties resulting from public performance of the
composition. (Brown, supra, 34 Cal.App.5th at p. 421.)
“In standard publishing agreements, the publisher is
responsible for collecting the first three categories of royalties
from third parties who have licensed the composition, and then
paying the songwriter his or her contracted share of those
royalties, typically 50 percent. However, the writer and
publisher normally agree to affiliate with a ‘performing rights
organization’ (PRO) to collect and distribute public performance
royalties (hereafter performance royalties or performance
income). ‘[Broadcast Music, Inc. (BMI)] and the American Society
of Composers, Authors and Publishers (“ASCAP”) are the two
principal [PROs] operating in the United States.’ (Roger Miller,
supra, 396 F.3d at p. 765.) ‘Commonly, writers and publishers
agree to be paid their respective shares of performing rights
royalties directly by the [PRO].’ (Ibid.) As with most other forms
of music publishing income, the songwriter is typically entitled to
50 percent of the performance royalties, and the publisher is

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entitled to the remaining 50 percent.” (Brown, supra, 34
Cal.App.5th at pp. 421–422.)
The separate royalty streams from performance income are
referred to as the “writer’s share” or “writer’s performance
royalties,” and the “publisher’s share.”

B. Facts

1. Creation of Property Interests

During his lifetime, Warren wrote hundreds of songs. He
entered into contracts with music publishers to exploit specific
works, which included a negotiated share of royalties for the
writer or co-writers. He received payments through these
contracts, such as through his contract with the predecessor to
Warner Chappell. In addition, Warren received the writer’s
share of performance royalties separate and apart from amount
collected by the publishing companies.
In 1955, Warren founded the corporation Four Jays to
generate revenue from rights that reverted to him after
termination of the original publishing contracts. Four Jays’
articles of incorporation state that the primary business of the
company is music publishing. The purpose of the corporation
expressly includes ownership of copyrights and analogous rights.
During his lifetime, Warren assigned his rights, title, and
interest in several songs to Four Jays, including renewal
copyrights throughout the world. The assignments were recorded
in the United States Copyright Office.

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Four Jays maintains an archive, markets Warren’s
compositions, acts as publisher, and oversees sub-publishers
around the world.

2. Inheritance, 1996 Assignment, and Operation of
Four Jays

Warren died in 1981. Ultimately, Warren’s shares of Four
Jays were inherited by his grandchildren: Jones, Riva, and Peter
Hacker (the heirs).
In addition, the heirs inherited Warren’s rights to writer’s
performance royalties. ASCAP pays writer’s performance
royalties directly to Warren’s heirs, including Jones. The writer’s
performance royalties generated by Warren’s compositions are
not paid to Four Jays.
The heirs also inherited Warren’s rights to royalties still
being paid by music publishers under Warren’s original
contracts. A renegotiated agreement with Warner Chappell
included a list of songs to which it applies.
In 1996, Riva and Jones bought out Hacker’s interest in
Four Jays as part of a settlement agreement. Each shareholder
heir was represented by a separate attorney, and Riva and Jones
additionally had a lawyer representing them who specialized in
copyright and music business law.
The settlement agreement stated the parties intended to
transfer Hacker’s interest in Four Jays and all of Hacker’s rights
in the musical compositions included in “the Works of Harry
Warren” to Four Jays. The settlement agreement acknowledged,
however, that “there exist other musical compositions and works
of Harry Warren for which Hacker, Jones and Riva receive, and

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have received, royalties and other remunerations from
Warner/Chappell Music, Inc., Song[w]riters Guild, ASCAP[,] and
others[,] through the Harry Warren Trust, Cookie Jones Trust,
Josephine Warren Living Trust, Estate of Cookie Jones, etc., all
separate and apart from the Works of Harry Warren.”
Riva, Jones, and Riva’s son executed an “Assignment”
amongst themselves as part of the buyout of Hacker’s rights (the
1996 assignment). The 1996 assignment stated in pertinent part:
“For valuable consideration, receipt of which is hereby
acknowledged, the undersigned on behalf of themselves, their
respective heirs, successors, representatives and assignees
(‘Assignor’) do hereby irrevocably assign, set over and transfer to
Four Jays Music Company, a California corporation, (‘Assignee’)
perpetually and for the entire Universe, all of the undersigneds’
right, title and interest in and to the musical compositions or any
part or portion thereof listed in Schedule A attached hereto and
any and all rights and interests therein and thereto, including
the registered copyrights listed in said Schedule A attached
hereto; any and all other works, writer’s, author’s, publisher’s,
subpublisher’s or other rights and interests of any kind or nature,
whether musical, literary or otherwise, and in whatever form or
media, created by Harry Warren, either alone or in collaboration
with others, and as to which the Assignee or Assignor, or the
former officers, directors or shareholder of the Assignee intended
to be owned by the Assignee, including without limitation, works
for which a claim to copyright has heretofore been registered with
the U.S. Register of Copyrights in the name of the Assignee,
whether listed on Schedule A or not, works for which a claim to
copyright has not heretofore been registered at all, and works as
to which copies were furnished or distributed to third parties by

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Assignee or Assignor hereto . . ., and any renewals or extensions
to any of the foregoing (herein, collectively ‘Works’). This
assignment shall be effective as of the date hereof, but shall also
relate to any and all income earned prior to the date hereof
regardless of when paid which income was received by, or will
hereafter be received by, Assignee in respect to the Works herein
assigned. Assignor hereby irrevocably waives and relinquishes
any and all claims against Assignee and agrees that neither they
nor any of them shall assert any claim against Assignee, or any
other person, firm or corporation, in respect to any income
received by Assignee prior to the date hereof or thereafter from
the Works herein assigned on the basis that such income or a
portion thereof should have been paid to or received by Assignor
or any of them or otherwise belonged to them or to any of them.”
Attached to the assignment was an index for Four Jays entitled
“Songs List.”
The assignment was executed by Riva, Jones, and Riva’s
son in August 1996. The assignment, together with the attached
list of songs, was recorded with the United States Copyright
Office on September 5, 1996. Hacker signed a separate
assignment of rights to Four Jays.
After the buyout, Riva and Jones were sole directors of
Four Jays. Riva served as the president and general manger.
She marketed Warren’s songs for sub-publishing agreements
with music publishers and licensing agreements to use the music
in productions. Jones served as the chief financial officer and
secretary for Four Jays. She managed the money that Four Jays
received from licensing deals, which was used to pay the
company’s operating expenses, employee salaries, and
distributions to the sole shareholders, Riva and Jones. For

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example, when UPS licensed one of Warren’s songs in 2010, the
publisher-share royalties were paid to Four Jays. Riva and Jones
did not have “music publishing agreements” with Four Jays; they
received W-2 income from Four Jays, including salaries and
shareholder distributions, not royalty payments.
Riva and Jones placed any publisher interests that reverted
to Warren’s estate between 1996 and 2016 into Four Jays for
exploitation by the corporation.
Disputes arose between the heirs and Warner Chappell
over the renegotiated music publishing agreement. Warner
Chappell entered into a settlement agreement with the heirs in
1998 (the 1998 settlement). As a result of the 1998 settlement,
Warner Chappell’s publishing contract continues to be in effect.
The heirs receive payments from Warner Chappell directly.
Warner Chappell does not make payments to Four Jays.

3. Disputes Over Song Rights in the British
Reversionary Territories

In 2002, Four Jays entered into sub-publishing agreements
with Peermusic to market and license Warren’s songs in the
British Reversionary Territories (BRT), which consist of Great
Britain and former Commonwealth countries. Peermusic collects
royalties generated from licensing several Warren compositions
in the BRT, which it sends to Four Jays.
The British Performing Rights Society (PRS) collects
performance royalties, similar to ASCAP’s function in the United
States. The PRS sent the publisher’s share of performance
royalties collected on Warren’s songs in the BRT to Peermusic.

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Jones, as chief financial officer, managed the royalty payments
received from Peermusic.
Four Jays actively sought to have old publishing contracts
terminated and copyrights returned to the company. Four Jays’
year-end executive summary for 2014 noted that more than 330
copyrights in the BRT had been returned to Four Jays in 2014.
Warner Chappell continued to receive the publisher’s share
of royalties from Warren songs exploited in the BRT under the
renegotiated music publishing agreement. In June 2015, Todd
Hooker performed copyright research and other work for Four
Jays. Warner Chappell’s sub-publisher requested documentation
that Four Jays was the legal beneficiary of reclaimed copyrights
in the BRT.
In October 2015, Four Jays retained attorney Lisa Alter for
advice on copyright matters, including the law applicable to the
reversion of publisher’s rights in the BRT. In November 2015,
Alter advised the company that the heirs retained rights to the
exploitation of Warren compositions in the BRT. At the time,
Alter was not aware of the 1996 assignment.
In January 2016, growing disputes over governance of the
company caused Jones to file an action for appointment of a
provisional director, or alternatively, for involuntary dissolution
(the provisional director action). In March 2016, Jones dismissed
the portion of the action seeking involuntary dissolution.
In April 2016, Jones incorporated Jophe J Music Company
Inc. (JJMC). Jones directed ASCAP and Warner Chappell to
remit her share of royalties to JJMC.
On June 1, 2016, Jones’s personal attorney explained to
Alter that Jones supported the effort to recover song rights in the
BRT, but once the rights were recovered, Jones’s rights would

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revert to her individually. Alter agreed that Jones’s share of
rights in Warren compositions in the BRT would revert to her
individually.
On July 13, 2016, the trial court in the provisional director
action appointed Edythe Bronston as a provisional director of
Four Jays.
Jones resigned as a director of Four Jays in October 2016.
She appointed Hooker to replace her on the board. Jones paid
Hooker $1,000 per month to serve and attend board meetings.
Minutes of a Four Jays board meeting on November 7,
2016, reflect that an attorney located the 1996 assignment
recorded with the copyright office. According to Alter, under
post-2005 British law, heirs’ rights remain intact in the BRT. In
other words, Hacker’s agreements and the assignments
registered with the copyright office were valid everywhere except
in the BRT. If true, songs claimed by Four Jays in the BRT
belonged to the heirs, not Four Jays. Riva was concerned this
information might cause Hacker to bring a lawsuit. The board
agreed to obtain a second opinion.
Minutes of a board meeting on November 21, 2016, reflect
that Riva spoke with Alter about songs recovered in the BRT that
were listed with Peermusic. Alter advised to tell Hacker about
recovered songs in the BRT and pay him. According to Alter,
British law overrides copyright assignments, and as a result, the
rights in recovered songs belong to the heirs individually.
In December 2016, Riva wrote an email to Jones stating, in
relevant part, “Could you please confirm your intentions on the
songs Peer[m]usic has reclaimed in the BRT. Do you want to
assign them to Four Jays or not. [¶] Please let me know what
you want to do so we can move forward.”

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In February 2017, Riva wrote another email to Jones,
stating that Jones had been instructed multiple times over the
past two years to account to the heirs for their share of BRT
income, and going forward, not to keep the heirs’ money in Four
Jays.
In March 2017, Jones and Hacker each entered into an
agreement with music publisher Carlin Music Corporation to act
as a third-party administrator for JJMC and Hacker’s
corporation, with rights to administer, use, license and exploit
certain Warren songs in the BRT. Carlin was to claim certain
songs by Warren under the reversionary rights process and start
managing exploitation of those songs after shares reverted to
Jones and Hacker. Carlin contacted Peermusic, stated that it
had been instructed to claim all Warren income in the BRT
pertaining to heirs Jones and Hacker, and requested that all
royalties collected by Peermusic for the songs be sent to Carlin
instead of Four Jays. As a result of this communication,
Peermusic withheld all future royalties until the conflict could be
resolved.
In April 2017, attorney Michael Sukin provided his opinion
to Four Jays that the 1996 assignment was valid in the BRT.
Jones offered to resign her positions with Four Jays, but she
attached conditions to her resignation. Instead, the Four Jays
board fired Jones as chief financial officer and secretary in April
2017. Riva became the chief financial officer of Four Jays. The
shareholder interests did not change.
On June 29, 2017, Bronston delivered a provisional
director’s report to Riva, Jones, and their attorneys. Bronston
stated that in September 1996, Jones, Riva, and Riva’s son
assigned all rights and interests in 226 published Warren songs

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to Four Jays. Bronston noted, “It is apparent, incredible as it
might seem, that all four of the persons who executed the
Assignment [sic] forgot that they had done so, as several Board
meetings took place where ownership of the rights was hotly
disputed. That issue was put to rest some months ago, when
copies of the Assignment, executed by all three shareholders and
by [Riva’s son] were presented to all interested parties.”
In Bronston’s subsequent reports, she noted Jones and
Hacker had asserted claims for a second time to interests in
Warren songs in the BRT. The board of Four Jays engaged an
attorney with expertise in copyright law, who formed a litigation
committee. The copyright attorney advised the board that the
1996 assignments were valid on their face to assign all
reversionary rights in the BRT to Four Jays, and further, that
any prospective assignment was also valid.
Riva reviewed the company’s records and believed that
Jones had been secretly taking Four Jays’ money for her own
personal use.

C. Complaint and Cross-Complaint

On August 30, 2018, Riva, individually and derivatively on
behalf of Four Jays, filed the instant action against Jones and
Hooker. The causes of action in the complaint were based on
Jones’s assertion of rights to BRT royalties, when Jones had
already assigned her interest to Four Jays in 1996, as well as
payments that Jones had Four Jays make for her personal
expenses while she was acting as its chief financial officer. The
complaint alleged derivative causes of action on behalf of Four
Jays against Jones and Hooker for breach of fiduciary duty and

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intentional interference with contractual relations, and against
Jones for conversion and accounting. In addition, Riva
individually alleged a cause of action for removal of Hooker as a
director.
Jones and Hooker filed an answer asserting several
affirmative defenses, including unclean hands, laches, waiver,
and estoppel.
On June 11, 2019, Jones, in her individual capacity, filed a
cross-complaint against Riva and Four Jays for misappropriation
and conversion of royalties, intentional and negligent
interference with prospective advantage, slander of title, breach
of fiduciary duty, and an accounting.1 Among other allegations,
she alleged Riva and Four Jays asserted claims to Warren’s
compositions in the BRT that Riva knew belonged to the heirs.
In addition, Riva and Four Jays had collected but refused to pay
the writer’s share of performance royalties to Jones, Hacker, and
the representatives for Warren’s co-writers, although the writer’s
share was individually owned and not a corporate receipt.
The cause of action for misappropriation and conversion of
royalties alleged that Riva and Four Jays collected royalty
revenue from the exploitation of Warren’s compositions in the
United States and foreign territories that was to be paid to Riva,
Jones, Hacker and the estates of Warren’s co-writers.
The cause of action for intentional interference with
prospective economic advantage alleged Riva intentionally and
wrongfully interfered with Jones’s prospective economic
advantage by improperly disputing Jones’s claims to rights in the

1 Hooker also filed a cross-complaint against Riva and Four
Jays, which is not at issue on appeal, for indemnification and
wage-related penalties.

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Warren compositions in the BRT and the United States,
contacting the third-party administrator of Jones’s interests to
challenge Jones’s rights, and depriving Jones of the ability to
receive revenue to which she was entitled and the ability to
further exploit those rights for her benefit.
As a result of Riva’s negligent mismanagement of the
company’s assets, disputing Jones’s legitimate claims to Jones’s
right in the Warren compositions in the BRT and elsewhere, and
contact with the third-party administrator, Jones was deprived of
revenue that she was entitled to receive and the ability to further
exploit those rights.
The cause of action for slander of title alleged Jones was
one of the owners of the copyrights in many, if not all, of Warren’s
compositions in the United States and the BRT. Riva slandered
Jones’s title in the compositions by telling the third-party
administrator that Jones did not have such rights and the rights
belonged to Four Jays. Riva’s representations were false and
without legal justification.
In the cause of action for breach of fiduciary duties, Jones
alleged that Riva (as a director and as chief executive officer of
Four Jays) owed Jones fiduciary duties of loyalty, care, and good
faith and fair dealing. Riva breached her fiduciary duties by
taking approximately 30 different actions on Riva’s own personal
behalf against Jones’s interest, and by collecting money on behalf
of Jones and others without remitting it to them.
Jones also asserted Riva and Four Jays should be
compelled to provide an accounting to determine the amount
owed to Jones from money collected by Four Jays and converted
by Riva.

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Riva filed an answer to Jones’s cross-complaint asserting
several affirmative defenses, including that the claims were
barred by the applicable statute of limitations, waiver, laches,
estoppel, and unclean hands.
In January 2021, Jones filed a declaration in connection
with a request for preliminary injunction and temporary
restraining order stating that the dispute was whether the rights
and interests in certain Warren compositions were owned by
Four Jays or the heirs. Riva asserted the 1996 assignment was
effective, while Jones asserted that she never assigned her rights
and interests in the songs to Four Jays.

D. Trial Setting Order and Phase One of Trial

In May 2021, Riva and Four Jays filed a motion to set the
order of trial. They sought a bench trial of their dispositive
equitable defenses to the cross-complaint (waiver, laches,
estoppel, and unclean hands), as well as the statute of limitations
issues, followed by a determination of the wholly equitable claims
in the complaint, and lastly, a jury trial of any remaining legal
issues in the cross-complaint. The trial court granted the motion.
The phase one trial began in June 2021. After several
hours of testimony, the trial court noted that the evidence and
arguments were not accomplishing the goal of streamlining the
trial. The trial court modified the trial setting order to determine
in phase one the equitable claims in the complaint, which would
resolve the entire complaint, and the equitable defenses to the
cross-complaint.
Riva testified that the heirs inherited Warren’s writer’s
performance royalties, which were paid to them separately by

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ASCAP and not through Four Jays. In addition, the heirs
inherited rights to royalties from music publishers under the
original music publishing contracts, including Warner Chappell.
Jones’s attorney stated the songs listed with Peermusic and
Carlin Music for exploitation in the BRT were not the same as
the Warner Chappell titles. Jones’s attorney suggested that
opposing counsel should state which songs were owned by the
individual heirs and which were owned by Four Jays, because it
seemed to be an ever-changing list. The trial court recommended
that the parties reach an understanding over the lunch recess as
to which songs Four Jays claimed to own, but the parties were
unable to reach an agreement.
When Jones’s attorney asked Riva which songs were
covered by the 1998 settlement agreement with Warner Chapell,
Riva’s attorney objected that the answer called for a legal
conclusion. The court noted, “At some point, for me to make a
decision about what was going on, I’m going to have to know how
these parties distinguished between what belonged to Four Jays
and what didn’t and what was okay behavior and what
wasn’t. . . . [¶] So even though . . . their subjective belief
ultimately doesn’t impact what the 1996 assignment said[,] what
was going on in their minds and their conduct is going to be
relevant.”
Jones’s attorney asked Riva where he could find a list of all
the songs that Four Jays claimed to own. She said he could
review Four Jays’ database online, which lists all the songs that
Four Jays publishes. Songs composed by Warren that were not
on the list would be owned by another publisher, such as Warner
Chappell.

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Riva’s attorney introduced a portion of Jones’s deposition
testimony. When asked whether Four Jays owned any interest in
Warren’s compositions, Jones said Four Jays owned some lesser-
known songs. Jones testified that historically, as an heir, she
received money directly from ASCAP, Warner Chappell, and the
Songwriter’s Guild. Her understanding of the term “writer’s
share” was the portion of the revenue from the use of a song that
Warren received as the writer of the composition, which was a
negotiated portion depending on the contract. Her
understanding was that her grandfather continued to receive his
writer’s share, and after his death, the writer’s share has been
paid to the heirs, currently Jones, Riva, Hacker, and a small
portion to Riva’s son. When the 1996 assignment was located in
November 2016, Jones had not remembered it. After Jones was
pushed out of the business, she did not intend to put her personal
property into Four Jays.
When Riva’s attorney asked Jones which songs were owned
by the heirs that she claimed were merely licensed to Four Jays,
Jones answered that she could not quote the catalog. As chief
financial officer, to determine which songs to pay royalties to
herself and Riva, she relied on information from Riva. Jones had
informed the Four Jays board that she was asserting her
individual rights as an heir in the BRT, based on Alter’s advice
and her own consultation with the attorney for Carlin Music.
Asked if her statement to the board was limited to the songs
listed with Warner Chappell, she stated, “I was claiming my BRT
rights individually, whatever they may be.”
Jones sought to call entertainment law attorney Joel
Schoenfeld to testify as an expert witness on music publishing.
Jones’s attorney argued that testimony about limitations on

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assignments in the BRT and whether Jones’s conduct was
consistent with heirs’ claims in the BRT was necessary to
determine whether her conduct in the BRT violated the 1996
assignment. Schoenfeld would testify that under the law of the
BRT, rights cannot be assigned before they have vested, which is
25 years after the death of the writer, so 2006 in this case.
Riva’s attorney argued the 1996 assignment was a
California contract governed by California law, so whatever
rights Jones had as an heir were encompassed in the 1996
assignment. Whether a California contract could assign a future
right was a question of California law for the court to decide, not
an issue concerning the custom and practice in the BRT. The
trial court concluded that to the extent there were pure questions
of law concerning the effect of the 1996 assignment, the parties
would address the issue in briefing.
After further objections to Schoenfeld’s testimony, Jones’s
attorney explained that the 1996 assignment purported to convey
the “writer’s share” to Four Jays. Riva and Four Jays asserted
that if the writer’s share came directly from one of the performing
rights organization, such as ASCAP, it belonged to the individual
heir. Schoenfeld would testify that the term “writer’s share” does
not fit this narrow description, but instead, money that is
considered to be part of the writer’s share came into Four Jays
and was not distributed to the individual heirs. Riva’s attorney
responded that he was describing the “writer’s performance
share,” as defined by both Riva and Jones, which was owned
separately by them. The trial court questioned whether any
dispute over the “writer’s share” was part of the claims in the
complaint. Jones’s attorney admitted the issue was related to
claims in the cross-complaint, so Schoenfeld’s testimony on this

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issue was deferred to phase two. The court agreed some topics
that Schoenfeld was retained to testify about would be highly
relevant with respect to the cross-complaint.
Jones and Hooker filed a motion for summary judgment on
the ground that Riva did not have standing to bring derivative
claims. They also moved for judgment pursuant to Code of Civil
Procedure section 631.8 on the derivative causes of action. The
trial court initially granted the motion for judgment pursuant to
Code of Civil Procedure section 631.8 as to the four derivative
causes of action in the complaint, then vacated the order to allow
additional briefing. Ultimately, the court declined to render
judgment until the close of all the evidence.

E. Closing Arguments for Phase One

Riva and Four Jays submitted a written closing argument
asserting the following arguments. Prior to 1996, Riva, Jones,
and Hacker each owned a one-third interest in Four Jays and
equal interests in Warren’s writer’s performance royalties. Riva
and Jones purchased Hacker’s interest in Four Jays, but each
heir retained his or her personal ownership of the writer’s
performance royalties. The 1996 assignment assigned all rights
that Riva, Jones, and Riva’s son had in Warren’s songs to Four
Jays, and waived all claims and related income, with the
exception of writer’s performance royalties, which had never been
part of Four Jays. For two decades, Riva and Jones’s actions
were consistent with the 1996 assignment. Four Jays owned the
royalty income from Warren’s songs, which it used to pay
operating expenses, salaries, and equal shareholder distributions
to Riva and Jones in the form of W2 income, including

20
withholdings and tax reporting. Any song rights that Riva and
Jones got back were put into Four Jays without additional
assignment.
Riva and Four Jays argued the evidence established their
equitable defenses to the cross-complaint as well, specifically,
waiver, laches, and estoppel. The 1996 assignment was an
express written waiver of rights, income, and claims against Four
Jays in perpetuity. Jones’s conduct had been consistent with the
terms of the assignment that she had relinquished all rights,
income, and claims. For more than 20 years, Jones acquiesced in
Four Jays owning and licensing all rights to Warren’s
compositions, including any rights that Riva and Jones were able
to get returned after 1996. Jones was estopped from challenging
the validity of the assignment and contradicting it based on her
unambiguous promises when it was executed and Riva’s
reciprocal promises and work on behalf of Four Jays, which
enriched Jones as a shareholder. In addition, Jones’s destructive
conduct while she was a fiduciary of Four Jays established
unclean hands.
In response to the trial court’s request for briefing on the
vesting of rights in Warren’s compositions, Riva and Four Jays
submitted a separate brief. They argued the 1996 assignment
transferred all rights, claims, and income to Warren compositions
as of the date of the agreement, as well as before and after the
date of the agreement, including reversionary rights and rights
that were not yet assignable in 1996, if any. They noted that
Jones claimed her interference was justified because she
demanded only reversionary rights in the BRT, which she
asserted could not be assigned in 1996 under BRT law because
they had not yet vested. But the 1996 assignment was governed

21
by California law and expressly included reversionary rights.
The parties’ decades of conduct consistent with the 1996
assignment confirmed the scope of the agreement. In setting
forth BRT law, Jones relied on a United Kingdom statute that
was repealed decades before the 1996 assignment, while she
ignored the operative United Kingdom statute. The current law
in the United Kingdom expressly allows for written assignments
of future copyright interests by any prospective owner without
limitation, and for copyright interests that ultimately come into
existence in the future to automatically vest in the assignee at
that time. Moreover, California law enforces assignments of
future interests that may not be assignable until vested as
agreements to assign the interests when they vest.
Jones and Hooker submitted a written closing argument
brief as well. They argued Riva’s claims in the complaint
primarily relied on the 1996 assignment, but the assignment had
been ignored and was unenforceable. In particular, the
assignment purported to assign all rights and interests in
Warren’s songs, with no exception for writer’s performance
royalties, but the heirs had historically received writer’s
performance royalties directly from ASCAP. The parties’ conduct
had been so wholly inconsistent with the language of the 1996
assignment, that even if the 1996 assignment was originally
valid, it was null and void, abandoned or rescinded. The heirs
had been treated as the rightful owners, while Four Jays merely
acted as a publishing company collecting and distributing
royalties on behalf of the heirs. Four Jays distributed royalties to
the heirs in the form of W-2 income. Jones and Hooker also
argued that as to some of Warren’s compositions, the heirs could
not assign rights in 1996 prior to serving termination notices in

22
1997. They relied on attorney Alter’s advice that the heirs had a
right to exploit Warren songs in the BRT. Jones and Hooker also
argued that Riva had not met the standing requirements to bring
a derivative action because she failed to show she made a
sufficient demand on the board of directors or that the futility
exception to the demand requirement applied.
With respect to the defenses to the cross-complaint, Jones
and Hooker noted that only equitable defenses were at issue,
while adjudication of the cross-claims needed to wait until Jones
had the opportunity to present her case-in-chief. The 1996
assignment was void, and Alter, Bronston, and Riva had all
advised Jones that the heirs continued to have rights in the BRT,
so Jones did not have unclean hands by claiming income in the
BRT. As to the defense of laches, Jones and Riva forgot about the
assignment, and even after it was discovered, Riva said the heirs
were entitled to BRT income. The heirs’ rights to BRT income
had never been challenged. As to waiver, the evidence did not
show Jones intentionally abandoned her rights for decades. She
received income as an heir, the 1996 assignment was forgotten
and abandoned, and Jones was not required to assert her rights
until Riva filed the instant action. Estoppel had not been shown
for the same reasons.
Jones and Hooker provided supplemental briefing on the
issue of vesting of the rights addressed in the 1996 assignment.
They argued Riva and Four Jays failed to present evidence as to
when the heirs’ rights vested, and under the law in both America
and the BRT, there can generally be no assignment of rights that
are not yet vested. Jones would introduce evidence during the
phase two trial of the cross-complaint as to when the heirs’ rights
vested. Although Riva claimed that Jones assigned her

23
reversionary interest in Warren’s songs in the BRT to Four Jays
in 1996, under the United Kingdom Copyright Act of 1911, an
agreement purporting to waive or grant termination rights prior
to the time of reversion is legally ineffective. In the United
Kingdom, reversionary rights were eventually abolished for
transfers made on or after June 1, 1957, under the United
Kingdom Copyright Act of 1956. There was no evidence that
Riva and Jones held any rights in Warren’s songs in 1996 when
the 1996 assignment was executed. There was some evidence of
termination notices served in 1997, which showed the purported
assignment of rights before the termination notices to be invalid.
There was also no evidence of the manner in which the heirs
allegedly inherited the rights that they purportedly assigned in
1996, such as a will. In the trial of the cross-complaint in phase
two, Jones promised to present evidence sufficient to establish
when the heirs’ rights vested.
The parties also gave oral closing arguments. In Riva’s
closing argument, she noted most of the songs owned by Four
Jays were put into the company by Warren while he was alive,
which was not a future assignment. In addition, the rights
assigned to Four Jays in the 1996 assignment were not a future
assignment of rights. After 1996, Riva and Jones exercised
termination rights when they were available and put the songs
into Four Jays, which was a present assignment, not a future
assignment. Riva and Four Jays briefly addressed equitable
defenses to the cross-complaint in summary fashion and did not
address the elements of the equitable defenses.
In Jones and Hooker’s oral closing argument, they noted
that Riva and Four Jays claimed the 1996 assignment was an all-
encompassing express agreement that answered every question

24
and conveyed all rights to Four Jays, but Riva and Four Jays
failed to present any evidence establishing on a song-by-song
basis how any of the rights in the songs had vested in the heirs.
They never proved what rights actually existed in any of the
heirs as of 1996. Phase one of trial was to determine Riva’s
claims, so it was her burden to prove how the rights in the songs
had vested. To prove any rights were conveyed to Four Jays,
they were required to establish how and when each right vested
in the heirs, which they failed to do. The attorney for Jones and
Hooker added, “When we get to the cross-complaint, . . ., we will
go through and present the evidence that [Riva and Four Jays]
completely neglected to present here.”
Jones and Hooker did not discuss the elements of the
equitable defenses to the cross-complaint.

F. Phase One Statement of Decision

On August 16, 2022, the trial court issued a statement of
decision for phase one. As to the derivative claims in the
complaint, which were breach of fiduciary duty, intentional
interference with contractual relations, conversion, and
accounting, the trial court granted the motion for judgment under
Code of Civil Procedure section 631.8. The court did not address
the merits as to any of these claims. The court found Riva failed
to satisfy the requirements of the second prong of Corporations
Code section 800 to maintain a shareholder derivative action
because she did not show that she had exhausted all means
within her reach to obtain redress of her grievances within the
corporation itself. At the time her complaint was filed, there
were three board members, and there was no doubt that Edythe

25
Bronston was a disinterested board member. There was no
evidence to support that a demand on the corporation would have
been a futile act. With respect to the cause of action for
conversion, the trial court additionally found damages incurred
before August 30, 2015, were barred by the statute of limitations.
On the one remaining cause of action for removal of a
director, the trial court found that although Hooker was hostile
toward Riva, he consulted with attorneys prior to taking actions
and the cause of action for removal of a director had not been
proven.
With respect to the equitable defenses to the cross-
complaint, the trial court ruled as follows: “[Riva] relies on the
1996 Assignment & Waiver agreement to assert that Jones’
claims are barred by the statute of limitations, by laches, unclean
hands, waiver, and estoppel. The evidence presented at trial,
however, was that everyone, including Riva and Jones, had
forgotten about the 1996 Assignment & Waiver until late 2016.
The evidence also shows that in 2016 and 2017, the directors
were having discussion and consulting experts about heirs’ rights
in the British Reversionary Territories (‘BRT’). There is evidence
that Jones consulted attorneys to learn for herself what
individual rights were that she had in the [BRT.] Riva had
written e-mails instructing about not putting the heirs’ BRT
money in Four Jays. In Exhibit 383, (June 2016 email from Riva
to Jones dated December 2016[),] cross-defendant Riva asks
Jones whether Jones wanted to put songs Peer Music had
reclaimed in the BRT in Four Jays. If the sisters had been
relying on the 1996 Assignment & Waiver agreement for all of
their interests, then Riva would have had no reason to ask this
question. Cross-defendants have not met their burden to show

26
that cross-complainant Jones’ causes of action are barred by
these equitable doctrines.”

G. Phase Two of Trial and Judgment

Phase two of the trial began in November 2022. Jones and
Hooker argued the trial court found in phase one that the 1996
assignment was not valid or enforceable. The damages that
Jones claimed were unpaid royalties, unpaid writer’s share
royalties, and proceeds from the settlement of copyright
infringement lawsuits that were paid to Four Jays, in addition to
attorney fees.
Riva and Four Jays, in their opening argument, continued
to argue that the sisters assigned past, present, and future
ownership rights in Warren’s compositions to Four Jays, in
addition to the rights that Four Jays already owned, as
memorialized in the 1996 assignment and by their subsequent
conduct. In 1996, Four Jays owned rights to Warren songs that
had been put into the company by Warren while he was alive. In
1996, Four Jays also owned song rights transferred to the
company by Warren’s wife and his daughter, before their deaths
led to ownership of the company by his grandchildren. And Four
Jays owned Warren song rights put into the company by Jones
and Riva in their 1996 assignment, Hacker’s separate
assignment, and their subsequent conduct consistent with
ownership by Four Jays. Jones controlled Four Jays’ financial
affairs for decades and used Four Jays’ revenue to pay operating
expenses and employee wages to herself and Riva.
Riva testified that she, Jones, and Hacker hired Alter to
negotiate with Warner Chappell over reclaiming songs in the

27
BRT. In September 2016, Alter had a list of songs that the heirs
were trying to get back in the BRT. In March 2017, Riva
requested a list of songs that Jones was claiming to have
individual rights in, but did not receive one. Riva instructed
Peermusic to maintain Four Jays’ claim to the list of songs that
Peermusic published in the BRT. Riva told Bronston that they
needed to get clarity about exactly which songs Jones was
claiming to have an interest in, because Hooker had sent a list to
Carlin Music of every song in the Four Jays’ catalog. In response,
she learned Jones was claiming to own a one-third share of all
songs in the Four Jays’ catalog in the BRT. In Riva’s view, based
on the 1996 assignment, Four Jays was the rightful recipient of
any royalties from the songs assigned to Four Jays. At the time
of trial, Warner Chappell continued to refuse to relinquish songs
in the BRT.
In federal copyright infringement lawsuits, Riva alleged
individual ownership of a portion of the copyright for certain
songs based on termination notices filed and served on or after
January 1, 1997, but the allegations were written by lawyers who
filed the lawsuits. Four Jays settled all of the federal copyright
infringement lawsuits for approximately $900,000.
Schoenfeld testified in deposition that the only type of
“writer’s share” he knew was writer’s performance royalties paid
by performance rights organizations to the designated recipients.
Hooker testified that there were some copyright notices and
termination documents on file at Four Jays when he began
working there. Hooker had obtained copies of other termination
documents and notices of recordation from the United States
Copyright Office. Four Jays maintained files organized by song
title with information about the song and related documentation.

28
Riva stated at a board meeting in August 2017 that songs were
recovered in the BRT and some royalties had been accidentally
collected on copyrights that belong to the heirs individually,
which must be accounted for to the heirs, but Riva did not
explain which songs were recovered in the BRT or provide a
detailed list of which songs were the ones on which royalties had
been accidentally collected. She also noted that the 1996
assignment had been located and she wanted another legal
opinion.
In 2020, when Hooker questioned why federal copyright
infringement actions alleged that Riva had individual rights in
certain songs, Riva said she would request the attorney remove
those allegations and bring the claims strictly on behalf of Four
Jays, because Jones and Riva had assigned their rights to Four
Jays.

During questioning of Jones, the trial court sustained
objections to termination notices and copyright renewals because
the documents were hearsay, had simply been found in an office
and offered for the truth of what they stated, and the witness
being questioned could not give an opinion on their significance.

H. Closing Arguments for Phase Two

The parties provided written and oral closing arguments.
In Jones’s written closing argument, she argued the trial court’s
findings in phase one were binding in phase two. The court found
the 1996 assignment was not an “all-encompassing” assignment
of rights in Warren compositions that necessarily barred Jones’s
claims in the cross-complaint. Jones interpreted the court’s

29
finding to mean that the 1996 assignment had been abandoned,
was not valid, and had been waived. She argued that Riva and
Four Jays should not get another chance to assert the defenses of
waiver, estoppel, or laches.
None of the parties had disputed Jones was an heir, or that
she had rights and interests in Warren’s compositions as an heir.
The only dispute was whether Jones assigned her rights to Four
Jays in 1996, and the court had already rejected the argument
that the 1996 assignment barred Jones from asserting she was
personally entitled to revenue from Warren compositions.
Jones had historically received royalties from ASCAP,
Warner Chappell, and other entities. Thus, Jones was entitled to
continue receiving such income in the future.
Jones argued that she has been denied her share of revenue
from Warren compositions and shareholder distributions. Each
of her claims was based on her assertion that she was entitled to
revenue as “(at a minimum) a one-third owner of the Warren
Works,” which she defined to include all of Warren’s musical
compositions. She argued that Four Jays acted as a publishing
company that collected song revenue and distributed the revenue
to the rightsholders.
Jones argued that Riva admitted in board meetings that
the heirs had individual rights in the BRT and the BRT revenue
belonged to the heirs, but Riva directed Peermusic to continue
remitting money collected in the BRT to Four Jays. Jones hired
Carlin Music to collect her personal share of BRT income, which
Riva directed Peermusic to ignore and continue remitting to Four
Jays. These express admissions by Riva and the Four Jays board
that the heirs owned BRT rights waived their challenges to
Jones’s BRT claims. Because the statements were made to Jones,

30
and she took action in the BRT in reliance on these statements,
Riva and Four Jays were estopped from disputing that Jones had
BRT rights in the present litigation.
As to the cause of action for breach of fiduciary duty, Jones
argued that Riva had a fiduciary duty to Four Jays’ shareholders,
as well as to the rightsholders entitled to receive song revenue.
As a result of Riva’s breach of her duty, Jones had not received
any revenue from Warren’s musical compositions or shareholder
distributions. The cause of action for an accounting was based on
Jones’s status as a shareholder and stated an accounting was
necessary to determine the amount of revenue that Four Jays has
collected from Warren compositions that is owed to Jones as a co-
owner of the works.
In her oral closing argument, Jones argued the gravamen
of her claims were individual in nature, as an heir, rather than
derivative. Funds were due to her in her individual capacity as
an heir, even if they passed through Four Jays. The funds did
not change character when they were received by Four Jays.
They were not funds that belonged to Four Jays to which Jones
had a claim solely as a shareholder.
As to the cause of action for an accounting, Jones argued an
accounting was necessary to determine the scope of funds
received by Four Jays and used by Riva for personal expenses
and legal fees.
In Riva’s written closing argument, she argued Jones had
asserted causes of action personally which belonged to Four Jays,
did not satisfy the requirements of Corporations Code section 800
to bring a derivative action, and failed to prove alter ego. In
addition, Jones failed to offer evidence of what copyrights, if any,
were not vested at the time of the 1996 assignment and not

31
subject to the assignment, despite assurances that she would do
so in phase two of trial. Her claim for misappropriation asserted
a personal ownership interest, and corresponding right to royalty
payments based on her ownership interest, as well as an ill-
defined right to “writer’s share” payments and settlements from
copyright infringement lawsuits. Each of her claims for damages
arose from her purported personal ownership interest in Warren
musical compositions. But Jones failed to provide any evidence,
through Schoenfeld or anyone else, as to which rights in which
musical compositions, if any, had vested. There was no evidence
or argument about whether unvested rights may be assigned
under California law or the validity of the 1996 assignment.
Trial exhibits purportedly compiling copyright termination
notices and copyright renewals had been excluded. There was
also no evidence that Four Jays did not distribute revenue
equally to Riva and Jones.
Jones failed to show Riva and Four Jays’s alleged
interference with her contract was wrongful. With respect to
negligent interference, Riva and Four Jays had no duty of care to
Jones in her personal capacity, in which she took a position
adverse to Four Jays. As to slander of title, truth was a complete
defense and the 1996 assignment was an express written
assignment. Jones presented no evidence, and the trial court had
not previously found, that the 1996 assignment was ineffective.
Regardless of whether the parties forgot about the 1996
assignment, it did not destroy the document’s existence and
effect.
In Riva’s oral closing argument, Riva reiterated that no
evidence had been submitted to prove that any rights vested in
Jones individually. There was no evidence in either phase of trial

32
showing Jones had a personal ownership interest in the
copyrights to any Warren compositions, particularly copyright
interests before 1996 and copyright interests in the BRT. The
only evidence in the record about ownership of the copyrights was
the 1996 assignment.
The trial court’s interim holding that the 1996 assignment
had been forgotten did not undo the assignments made before
1996. It did not address the effectiveness of the 1996 assignment
with respect to vested copyrights in 1996 or the copyright
interests in the BRT. After 1996, songs were reclaimed and put
into Four Jays. There was no evidence otherwise.
If Jones sought to bring claims based on individual rights,
rather than derivative claims, there had to be an evidentiary
showing that she owned the copyrights, but she failed to do so.

I. Phase Two Statement of Decision and Judgment

On August 10, 2023, the trial court issued a phase two
statement of decision finding in favor of Riva and Four Jays as to
each cause of action. The court ruled on Jones’s causes of action
for misappropriation and breach of fiduciary duty on both an
individual and derivative basis.
As to derivative claims, the court found Jones failed to
satisfy the requirements for a shareholder derivative action
under Corporations Code section 800. She also failed to prove
alter ego liability. The court in the dissolution matter had
appointed an independent director, and another director on the
board represented Jones’s interests as well. There was no
evidence that Riva did anything other than carry out her official
responsibilities in accordance with the bylaws of Four Jays. To

33
the extent the causes of action for misappropriation and breach of
fiduciary duty were asserted on a derivative basis, judgment was
granted for Riva and Four Jays.
On Jones’s individual claim for misappropriation, she had
claimed individual personal rights to Warren compositions in the
BRT, but the trial court found Jones failed to prove ownership or
right to possession of the property. Until Jones resigned from the
board of Four Jays and was fired as the company’s chief financial
officer, her habit and custom, as well as Riva’s habit and custom,
was to put what they had back into Four Jays, whatever that
might be. Money from lawsuit settlements to which Jones might
be entitled, she would be entitled to in her role as a shareholder
of Four Jays. Therefore, her right to settlement money was not a
right as an heir. The only individual, personal interests that
Jones would be asserting would be her vested, ownership
interests in Warren compositions. During phase one, Jones
promised to prove in phase two of the trial through expert
testimony when the rights of the heirs vested. She did not,
however, prove what her personal ownership interest was.
On Jones’s individual claim for breach of fiduciary duty, the
court found Jones provided no authority for the proposition that
Riva and Four Jays owed a fiduciary duty to Jones in her
individual capacity as an heir.
On the cause of action for intentional interference with
economic advantage, the trial court found that Riva, on behalf of
Four Jays, had disputed Jones’ claims to rights to Warren
compositions in the BRT, but Jones did not prove the interference
was wrongful.
As to the cause of action for negligent interference with
prospective economic advantage, Jones failed to establish that

34
Riva owed Jones a duty of care in her personal capacity, as
opposed to Jones’s capacity as a shareholder. The motion for
judgment was granted as to the interference causes of action as
well.
On the cause of action for slander of title, the trial court
found that Riva sought advice of counsel on individual heirs’
rights in the BRT and enforceability of the 1996 assignment.
Riva acted consistently with the advice she received from counsel.
There was no evidence that Riva published a false statement. In
addition, just as Riva and Four Jays failed to prove the parties
relied on the 1996 assignment, “Jones did not prove that the 1996
Assignment & Wavier Agreement did not act as an express
written waiver by Jones of personal rights in Harry Warren songs
that she had ‘perpetually and for the entire Universe.’ Cross-
Defendants [sic] did not prove that Schedule A to the 1996
Assignment & Waiver Agreement did not reflect the songs that
rightfully belonged to Four Jays. From 1996 until 2016, Jones
and Riva, although they more likely than not did not rely on the
1996 Assignment & Waiver agreement, acted consistently with it.
Cross-Complainant has not proven the element of acting without
a privilege. Here, as Cross-Defendant Riva argues, Jones has not
proven Riva acted with malice.”
On the cause of action for an accounting, the trial court
concluded Jones sought an accounting as a shareholder but had
not proven demand futility or that there was a balance owed to
her that could only be ascertained through an accounting.
On November 30, 2023, the trial court entered judgment
incorporating the phase one and phase two rulings. Judgment
was entered in favor of Jones and Hooker on the complaint, and
in favor of Riva and Four Jays on the cross-complaint.

35
J. Post-Judgment Death of Party and Proceedings on
Appeal

On December 30, 2023, Riva passed away. In February
2024, Jones filed a timely notice of appeal from the judgment.

DISCUSSION

A. Motion to Substitute Personal Representative

1. Additional Facts

On April 23, 2025, in a probate action opened in Los
Angeles Superior Court, Case No. 25STPB00849, letters
testamentary were issued appointing Jean-Paul Riva as executor
of Riva’s estate. On May 8, 2025, notice of administration was
issued in the probate action. The mailing list for service of the
notice of administration did not include Jones or her counsel.
Neither Jones, nor her counsel, received a notice of
administration or any other formal notice of the probate action.
In July 2025, Jones filed her opening brief in the instant
appeal.
On January 21, 2026, counsel for Riva and Four Jays filed
a request for judicial notice with this appellate court.2 Counsel
requested judicial notice of the death certificate showing Riva
had passed away on December 30, 2023. Counsel also requested
judicial notice of the letters testamentary issued on April 23,

2 Respondents’ request for judicial notice filed with this
appellate court on January 21, 2026, is granted.

36
2025, appointing the executor. The letters testamentary provided
the personal representative with full authority to administer the
estate. The request for judicial notice was served on Jones’s
counsel.
That same day, a respondents’ brief was filed on appeal on
behalf of Riva and Four Jays. Among other assertions, the
respondents argued Jones’s claims against Riva were barred by
the creditor-claim statutes of Probate Code sections 9000, 9100,
and 9370, because a timely creditor claim was a prerequisite to
continuing a pending civil action against a decedent’s personal
representative and required proof of compliance. Respondents
argued the damages that Jones sought in her cross-complaint
were claims within the meaning of the Probate Code. The
respondents’ brief was also served upon Jones’s counsel.
On April 13, 2026, Jones filed her reply brief in the instant
appeal. Among other contentions, she asserted that Riva’s death,
the purported probate proceedings, and respondents’ creditor-
claim argument were post-judgment factual issues that were not
properly before the appellate court and instead issues to be
considered on remand before the trial court.
In June 2026, this court sent a notice to the parties
pursuant to Code of Civil Procedure section 377.41 and California
Rules of Court rule 8.36, subdivision (a), explaining that a
decedent’s personal representative or successor-in-interest may
be substituted upon the death of a party, but proof of compliance
with Part 4 of Division 7 of the Probate Code governing creditor
claims was required. This court stated that if a motion to
substitute parties was not filed by June 15, 2026, including proof
of compliance with the creditor claim statutes, the court intended

37
to dismiss the appeal against respondent Riva without further
notice.
On June 12, 2026, Jones filed a creditor’s claim in the
probate action. The claim was described as a court judgment in
the amount of $50,503.50 in Los Angeles Superior Court Case
No. BC720162. Attached was an amended judgment in the
instant case, entered on November 5, 2025, finding Jones and
Hooker were the prevailing parties on the complaint, entitled to
costs of suit, and awarding costs of $50,503.50 to Jones and
Hooker as against Riva and Four Jays, jointly and severally.

2. Relevant Law

A motion to continue a pending action against a deceased
party’s personal representative must include proof of compliance
with the creditor claims statutes of the Probate Code. (Code Civ.
Proc., § 377.41.)3
To continue an action that is pending at the time of the
decedent’s death against the decedent’s personal representative,
Probate Code section 9370, subdivision (a) requires: “(1) A claim
is first filed as provided in this part. [¶] (2) The claim is rejected

3 Code of Civil Procedure section 377.41 provides in full:
“On motion, the court shall allow a pending action or proceeding
against the decedent that does not abate to be continued against
the decedent’s personal representative or, to the extent provided
by statute, against the decedent’s successor in interest, except
that the court may not permit an action or proceeding to be
continued against the personal representative unless proof of
compliance with Part 4 (commencing with Section 9000) of
Division 7 of the Probate Code governing creditor claims is first
made.”

38
in whole or in part. [¶] (3) Within three months after the notice
of rejection is given, the plaintiff applies to the court in which the
action or proceeding is pending for an order to substitute the
personal representative in the action or proceeding.”
A creditor holding a claim against an estate cannot
maintain an action on any claim that has not first been presented
for payment, and in any action, the creditor can recover only
upon the claim that has been presented and rejected. (Neel v.
Barnard (1944) 24 Cal.2d 406, 414–415.) “The claim as
presented and passed upon is the foundation of the cause of
action. The claimant’s cause of action arises upon the claim in
the form in which it has been presented; that is the only action he
may maintain, and plaintiff is not permitted to prove a cause of
action other than or different from that stated in the claim, or to
amend his complaint so as to set up any other cause of action.’
[Citations.]” (Id. at p. 415.) “ ‘A claim must “sufficiently indicate
the nature and amount of the demand to enable the executor and
judge in probate to act advisedly upon it.” [Citation.]’ ” (Ibid.)
Probate Code section 9100, subdivision (a), requires a
creditor to file a claim before the later of: “(1) Four months after
the date letters are first issued to a general personal
representative. [¶] (2) Sixty days after the date notice of
administration is mailed or personally delivered to the creditor.”
When, as here, a personal representative fails to trigger the
time limits of Probate Code section 9100, subdivision (a), by
sending a formal notice of administration, a potential creditor
with actual notice of pending estate proceedings must petition to
file a late claim as provided in Probate Code 9103. (Venturi v.
Taylor (1995) 35 Cal.App.4th 16, 25.)

39
When a creditor files a petition under Probate Code section
9103, the probate court may allow the creditor’s claim to be filed
after the time specified in Probate Code section 9100 when either
of the following conditions is met: “(1) The personal
representative failed to send proper and timely notice of
administration of the estate to the creditor, and that petition is
filed within 60 days after the creditor has actual knowledge of the
administration of the estate. [¶] (2) The creditor had no
knowledge of the facts reasonably giving rise to the existence of
the claim more than 30 days prior to the time for filing a claim as
provided in Section 9100, and the petition is filed within 60 days
after the creditor has actual knowledge of both of the following:
[¶] (A) The existence of the facts reasonably giving rise to the
existence of the claim. [¶] (B) The administration of the estate.”
(Prob. Code, § 9103, subd. (a).) In no case, however, shall the
court allow a claim to be filed under Probate Code section 9103
after an order for final distribution of the estate. (Prob. Code,
§ 9103, subd. (b).)

3. Application

In this case, Jones did not satisfy the requirements to
substitute the personal representative of Riva’s estate as a
respondent on appeal because she did not provide proof that she
filed a timely creditor claim in the probate action with respect to
the claims at issue on appeal. First, the creditor claim attached
to Jones’s motion for substitution seeks payment of an award of
costs that was entered in favor of Jones and Hooker as the
prevailing parties on the complaint. The complaint, and the
award of costs based on the complaint, is not at issue in the

40
present appeal. The issues on appeal arise solely from the claims
made in the cross-complaint. Jones has not provided proof that
she filed a creditor claim with respect to the amount that she is
seeking in connection with claims in the cross-complaint. There
is also no evidence that Jones’s claim was rejected.
Second, it is clear that Jones’s creditor claim is untimely.
When a personal representative fails to send a notice of
administration of the estate, the creditor must petition to file a
late claim under Probate Code section 9103 within 60 days after
the creditor has actual knowledge of the administration of the
estate. On January 21, 2026, the respondents in this case filed
and served a request for judicial notice showing letters
testamentary had been issued for administration of the estate,
which included the case number of the probate action. In
addition, the respondents’ brief asserted that Jones’s claim was
barred because she failed to comply with the creditor claim
statutes of the Probate Code. Both documents were served on
Jones’s counsel, and Jones addressed the creditor claim argument
in her reply brief, showing actual knowledge of the
administration of Riva’s estate. Jones’s creditor claim was not
filed in the probate action until nearly four months later, beyond
the time limit provided in Probate Code section 9103, subdivision
(a).
Because Jones has not complied with the creditor claim
statutes of the Probate Code, her motion to substitute Riva’s
personal representative is denied, and the appeal against Riva is
dismissed.

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B. Appeal as to Four Jays

1. Standard of Review

“ ‘In reviewing a judgment based upon a statement of
decision following a bench trial, we review questions of law de
novo. [Citation.] We apply a substantial evidence standard of
review to the trial court’s findings of fact. [Citation.] Under this
deferential standard of review, findings of fact are liberally
construed to support the judgment and we consider the evidence
in the light most favorable to the prevailing party, drawing all
reasonable inferences in support of the findings.’ (Thompson v.
Asimos (2016) 6 Cal.App.5th 970, 981.)” (Lopez v. La Casa de Las
Madres (2023) 89 Cal.App.5th 365, 378.)

2. Phase One Ruling

Jones contends that in phase one, the trial court found the
1996 assignment was invalid and unenforceable, but failed to
apply the finding in phase two of trial. We conclude Jones’s
characterization of the trial court’s ruling in phase one is
incorrect.
The claims in the cross-complaint were based on the
allegation that Jones had individual rights in Warren
compositions as an heir. The affirmative defenses to the cross-
complaint that were litigated in phase one of trial alleged Jones
was estopped from asserting she had individual rights and
waived her claims based on individual rights because the 1996
assignment transferred all of Jones’s rights in Warren

42
compositions to Four Jays and waived all claims. In phase one,
before Jones presented evidence as to which individual rights in
which songs formed the basis of her claims, the trial court
concluded Riva and Four Jays failed to establish that all of
Jones’s rights, whatever they may be, were transferred to Four
Jays through the 1996 assignment. It was clear from the
evidence that the parties did not perceive the 1996 assignment to
have transferred of all of the heirs’ individual rights in Warren
compositions to Four Jays, such that Riva and Jones held no
individual rights in Warren compositions after the assignment.
For example, the 1996 assignment purported to assign the
writer’s share from Warren compositions to Four Jays. But it
was undisputed that Warren received the writer’s share
separately, apart from Four Jays, and the heirs continued to
receive the writer’s share on an individual basis. So, the writer’s
share was an individual interest in Warren compositions that
was never claimed or received by Four Jays, despite the apparent
language of the assignment. Although some evidence introduced
at trial suggested the right to receive the writer’s share for
certain compositions may have been held in one or more trusts,
there was no clarification as to whether the writer’s share was a
trust asset from which the heirs simply received income as
beneficiaries.
In addition to the heirs’ individual receipt of the writer’s
share, the heirs continued to receive royalties individually from
music publishing contracts that Warren entered into during his
lifetime, which had not been terminated or returned to Four
Jays. Income from these agreements was received by the heirs
separate and apart from the business of Four Jays, consistent

43
with the purpose of Four Jays to exploit the song rights after the
original publishing contracts terminated.
Moreover, there were legal questions raised during phase
one about whether the 1996 assignment was effective to transfer
future rights in songs that were reclaimed after the date of the
assignment. If not, Jones argued those rights were also owned by
the heirs individually. But Riva and Four Jays did not present
evidence in phase one from which to determine when individual
rights to specific songs had vested because the affirmative
defenses at issue required finding the 1996 assignment
transferred all rights and waived all claims.
Based on the above, the trial court concluded in phase one
that Riva and Four Jays failed to show the 1996 assignment
precluded all claims by Jones based on individual ownership
rights. In other words, despite the 1996 assignment, Jones could
still prove that she had individual ownership rights that were not
transferred by the 1996 assignment and served as the basis of
her claims.
The trial court did not find, however, that the 1996
assignment was invalid, ineffective, void, or abandoned for all
purposes. Jones claimed that she had individual ownership
rights which were not subject to the 1996 assignment and formed
the basis of her cross-complaint, and the trial court concluded
Riva and Four Jays failed to establish the 1996 assignment
transferred all of the heirs’ interests to Four Jays, such that
Jones was equitably estopped or waived claims based on
individual ownership rights. It remained for Jones to prove in
phase two that in fact, she had individual ownership interests
from which her claims arose, outside of rights transferred to Four
Jays.

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3. Ownership of Copyrights

Jones contends the finding that she failed to establish an
individual ownership interest in Warren compositions is not
supported by substantial evidence because it was undisputed that
she had an ownership interest in the absence of the 1996
assignment. We disagree. Jones’s claim that she owned
individual rights in Warren compositions was heavily disputed at
trial, and both parties expressly acknowledged the need to prove
when any ownership rights had vested.
As an initial matter, we note it is extremely unclear what
individual ownership rights Jones claims to have, in which
compositions and in which territories, as the basis of her causes
of action. Even during trial, Jones did not seem to have a firm
understanding of the individual rights that she claimed to own,
referring to her rights as “whatever they were,” stating that she
relied on information from Riva for the heirs’ rights, and being
unable to provide a list of songs as a starting point to prove the
interests that she claimed to own. It was unclear whether Jones
claimed to own: (1) a right to receive writer’s performance
royalties from some number of Warren songs in the BRT, which
she believed Peermusic to be collecting and forwarding to Four
Jays; (2) a right to receive some amount of royalties from songs in
the BRT that were still subject to the original music publishing
contracts, which she believed Peermusic or Four Jays to be
receiving; (3) a right to receive one-third of all royalties from all
Warren songs in the BRT based on her legal argument that
assignments were ineffective under the law of the BRT; or (4) a
right to receive one-third of all royalties from all Warren

45
compositions in the United States and the BRT because the 1996
assignment was invalid and unenforceable or because the
assignments to Four Jays were simply licensing agreements.
Assuming Jones claimed all of the above, we analyze each claim
separately.
Substantial evidence supports the trial court’s finding that
Jones failed to prove she owned a one-third interest in all Warren
compositions in the United States and the BRT. The evidence
showed Four Jays was not simply a music publishing company
with no ownership of the underlying copyrights in Warren’s
music. The stated purpose of Four Jays was to own and exploit
the copyrights for songs after termination of the original music
publishing agreements. Warren assigned his rights in several
songs to Four Jays during his lifetime. There was no evidence or
argument that these transfers were ineffective, or that property
transferred to Four Jays was ever transferred back out of the
company at any time. In her testimony, Jones expressly
admitted that Four Jays owned some lesser-known songs. Since
the evidence showed Four Jays owned some number of copyrights
in Warren compositions based on Warren’s own actions during
his lifetime, Jones failed to show that she directly owned an
individual one-third interest in all Warren compositions.
In addition to the rights transferred by Warren, song rights
were transferred to Four Jays through the prior heirs, through
the 1996 assignment, and through subsequent agreements of
Riva and Jones. Not only did the current heirs assign rights in
specific songs to Four Jays through the 1996 assignment, but the
Four Jays’ board meeting minutes memorialized copyright
interests reclaimed in hundreds of songs in the BRT were placed

46
in Four Jays while Jones was a director and chief financial officer
of the company.
To the extent that Jones claimed to own individual rights
in Warren songs in the BRT because the assignment of future
rights was ineffective under the law applicable to reversionary
interests in the BRT, the trial court’s finding that she did not
establish individual ownership rights was supported by the
evidence and the law. Riva and Four Jays received legal advice
from attorney Sukin in April 2017, while Jones was chief
financial officer of Four Jays, that the various assignments of
future interests in songs in the BRT were valid and enforceable
under California law. During phase two, in connection with
proving her claims in the cross-complaint, Jones did not provide
any evidence as to when the rights that she was claiming in the
BRT had vested, and she did not argue that an assignment of
future rights in the BRT was unenforceable in California under
California law. On appeal, Jones has not raised any argument
about whether the assignment of future interests in songs to
Four Jays is enforceable in California under California law.
Jones failed to establish any such individual rights in songs in
the BRT under the applicable law.
Jones contends the trial court’s finding that she failed to
establish any individual ownership interest is not supported by
substantial evidence because it was undisputed that the heirs
had interests in writer’s performance royalties and payments
from the original publishing agreements. But the evidence
showed the writer’s performance royalties and the payments
under the original publishing agreements were received by the
heirs directly, outside of Four Jays, at all times. There was no
evidence that Four Jays received any writer’s performance

47
royalties or payments from the original publishing agreements.
Jones did not show that these individual ownership interests
served as the basis of her claims. She simply did not trace the
ownership of any rights to any song from the point of vesting,
under the applicable law, to establish that Four Jays collected
anything that it was not entitled to collect, interfered with any
contract based on song rights that it did not own, or slandered
the title to any song rights.
Jones contends the trial court improperly shifted the
burden of proof by requiring her to disprove the affirmative
defense of waiver, but this is incorrect. The trial court required
her to establish that she had an individual ownership interest in
the property at issue, which served as the basis for her claims,
including when that ownership interest vested, and the trial
court’s finding that she failed to establish her individual
ownership interest is supported by substantial evidence.

4. Misappropriation and Breach of Fiduciary Duty

Jones contends the trial court erred by analyzing her
claims for misappropriation and breach of fiduciary duty as
derivative claims because she alleged the claims solely in her
individual capacity as an heir. It is clear from the statement of
decision, however, that the trial court analyzed her claims in the
alternative, as derivative and as individual claims. Any error in
analyzing the causes of action as derivative claims when Jones
did not intend to assert derivative claims was harmless.
To the extent that Jones challenges the determination that
she failed to show misappropriation or breach of fiduciary duty
based on her individual rights as an heir, as explained above,

48
Jones failed to establish that she had any individual ownership
right that served as the basis for these claims.
Jones contends her claim for breach of fiduciary duty was
also brought as an individual claim based on a fiduciary duty
owed to Jones as a shareholder of a closely held corporation, but
this doctrine does not apply because Jones is not a minority
shareholder and the alleged harm, that Riva misappropriated or
mismanaged funds belonging to Four Jays to pay her own
expenses, are derivative claims.
“ ‘[M]ajority shareholders, either singly or acting in concert
to accomplish a joint purpose, have a fiduciary responsibility to
the minority and to the corporation to use their ability to control
the corporation in a fair, just, and equitable manner. . . . ’
[Citations.]” (Schrage v. Schrage (2021) 69 Cal.App.5th 126, 149
(Schrage).) “A minority shareholder may bring a cause of action
for breach of fiduciary duty against majority shareholders as an
individual claim or as a derivative claim, depending on the
circumstances. [Citations.]” (Ibid.)
In this case, however, Riva and Jones held equal interests
as shareholders of Four Jays. “A derivative action may appear . .
. to be an empty formality when there are only two shareholders,
and one of them is the alleged wrongdoer. However, the law
demands certain prerequisites to bringing a derivative action
which have not been alleged or proven in this case, such as
alleging ‘in the complaint with particularity[, the] plaintiff’s
efforts to secure from the board such action as plaintiff desires, or
the reasons for not making such effort, and . . . further that
plaintiff has either informed the corporation or the board in
writing of the ultimate facts of each cause of action against each
defendant or delivered to the corporation or the board a true copy

49
of the complaint which plaintiff proposes to file.’ (See Corp. Code,
§ 800, subd. (b)(2).) ‘No action may be instituted or maintained’
unless there has been compliance with the statute. (Ibid.)”
(Nelson v. Anderson (1999) 72 Cal.App.4th 111, 127.)
To the extent that Jones could maintain an individual
action for breach of fiduciary duty as a shareholder based solely
on the failure to issue a dividend, the trial court’s ruling is
supported by substantial evidence. There was no evidence or
argument that the conditions of Corporations Code section 500
were met to authorize a distribution to shareholders, no evidence
that Riva received excessive compensation or any dividend
payment that Jones did not receive, no evidence mandatory
dividends were required and not paid, and no evidence of a
specific, identifiable net amount due to Jones that could only be
ascertained by an accounting. Jones failed to comply with the
standing requirements to bring a derivative action and failed to
establish that she had an individual claim as a shareholder or an
heir. The causes of action for misappropriation and breach of
fiduciary duty were properly determined against her.

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DISPOSITION

The appeal is dismissed as to Julia Riva. The judgment is
affirmed as to Four Jays Music Company. Respondent Four Jays
Music Company is awarded its costs on appeal.
NOT TO BE PUBLISHED.

MOOR, J.

WE CONCUR:

HOFFSTADT, P. J.

BAKER, J.

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