Filed 6/24/26 Sundholm v. Hollywood Foreign Press Assn. CA2/7
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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND APPELLATE DISTRICT
DIVISION SEVEN
MAGNUS SUNDHOLM, B324842
Plaintiff and Appellant, (Los Angeles County
Super. Ct. No.
v. 21STCV44898)
HOLLYWOOD FOREIGN
PRESS ASSOCIATION et al.,
Defendants and
Respondents.
APPEAL from judgments of the Superior Court of Los
Angeles County, Wendy Chang, Judge. Affirmed.
One LLP, David W. Quinto and Joanna Ardalan for
Plaintiff and Appellant.
Latham & Watkins, Marvin S. Putnam, Robert J. Ellison
and Chandler S. Howell for Defendants and Respondents.
_______________________
Magnus Sundholm appeals from the judgments of dismissal
entered after the trial court sustained without leave to amend the
demurrer of the Hollywood Foreign Press Association (HFPA)
and 14 members of the HFPA’s board of directors to Sundholm’s
amended complaint for breach of contract, breach of the implied
covenant of good faith and fair dealing, violation of the right to
fair procedure, and (as to the individual defendants) wrongful
discharge. On appeal, Sundholm argues the court unreasonably
interpreted the plain language of the HFPA’s bylaws, erred in
finding there was no breach of the implied covenant of good faith
and fair dealing, and failed to apply the right to fair procedure to
the HFPA’s decisionmaking process. We affirm.
FACTUAL AND PROCEDURAL BACKGROUND
A. Sundholm’s Expulsion from the HFPA1
The HFPA is a nonprofit mutual benefit corporation whose
members are entertainment journalists living in the United
States who publish their work in media outlets outside the
United States. Sundholm became a member of the HFPA in
2008.
Sundholm enjoyed a positive relationship with the HFPA
until 2020, when Sundholm’s girlfriend sued the organization for
repeatedly refusing to admit her for membership. Five HFPA
members told Sundholm that the HFPA “wanted to punish him”
in retaliation for his girlfriend’s lawsuit. Sundholm decided to
protect himself by filing a whistleblower complaint with the
Internal Revenue Service (IRS) in August 2020, alleging the
1 For purposes of the appeal, we recite the facts as alleged in
the amended complaint.
2
HFPA had failed to comply with its obligations as a tax-exempt
corporation.
During the course of the IRS’s investigation into
Sundholm’s whistleblower complaint, the IRS sent Sundholm a
power-of-attorney form to authorize the IRS to communicate
directly with Sundholm’s attorney. The form requested the name
of the “taxpayer.” Sundholm’s attorney mistakenly identified the
HFPA as the “taxpayer” on the form because the HFPA was the
entity being investigated. Six months later the IRS sought
confirmation from the HFPA that Sundholm was an authorized
representative of the HFPA, as indicated on the form. Sundholm
alleged the “misunderstanding was immediately corrected
without any detriment to the HFPA.”
On October 1, 2021 the HFPA president wrote to Sundholm
“accusing him of ‘fraudulent, illegal’ conduct that was ‘contrary to
the interests of the HFPA. . . . She claimed that the HFPA was
‘evaluating whether to take disciplinary action’ and offered
Mr. Sundholm the ‘opportunity to be heard by the Board’ on
October 18, 2021. . . . [She] added that Mr. Sundholm faced
‘expulsion, termination [sic] and/or suspension of membership.’”
The “fraudulent, illegal” conduct referenced in the letter was the
misrepresentation to the IRS that Sundholm held power of
attorney for the HFPA.
According to Sundholm, the October 18 meeting “was a
choreographed show trial” at which he was not permitted to be
represented by counsel. After making a statement to the board,
he was “met with silence. Not only did no one ask Mr. Sundholm
any question, but he was not allowed to call any other witness
and the HFPA presented no evidence of its own.” The next day,
the HFPA expelled Sundholm from its membership.
3
B. The Amended Complaint and Demurrer
Sundholm filed this action in December 2021 against the
HFPA and 14 members of its board of directors (the individual
defendants). The amended complaint alleged causes of action for
breach of contract and breach of the implied covenant of good
faith and fair dealing against the HFPA based on its breach of
the HFPA’s bylaws, which Sundholm alleged constituted a
contract among the HFPA’s members. Further, the bylaws set
forth the obligations of membership, including the grounds for
the board to remove and impose sanctions on members. The
complaint alleged the HFPA breached its bylaws by revoking
Sundholm’s membership because the bylaws allowed the board to
expel a member only for violation of certain express obligations
stated in the bylaws, and Sundholm had not violated those
express obligations. Further, the HFPA breached the implied
covenant by summarily terminating Sundholm’s membership
without good cause.
The complaint also alleged causes of action against all
defendants for violation of the common law right to fair procedure
and wrongful termination. In support of the claim for violation of
the right to fair procedure, the complaint alleged membership in
the HFPA was a “valuable interest that could not be arbitrarily
withdrawn” and the HFPA failed to employ fair procedures before
expelling him. The wrongful termination cause of action alleged
as to all defendants that Sundholm was employed by the HFPA
on its photography committee, earning an annual salary of
$30,000. When his membership was terminated, Sundholm’s
employment likewise ceased in violation of the public policy
protecting whistleblowers.
4
The HFPA and the individual defendants demurred to the
amended complaint, arguing it failed to state a claim for relief.
On the breach of contract cause of action, the HFPA argued the
bylaws did not limit the grounds for expulsion to violations of
certain express obligations, and the trial court should not disturb
the HFPA’s reasonable interpretation of its bylaws. Further, the
complaint failed to state a claim for breach of the implied
covenant because it failed to allege breach of a specific
contractual provision, instead relying on the same set of facts as
the defective breach of contract cause of action.
The HFPA and the individual defendants argued with
respect to the cause of action for violation of the right to fair
procedure that the right did not apply to the HFPA because
membership is not “a practical prerequisite” for participation in
the profession and the organization does not “perform[] a role
that is ‘quasi-public’ in nature.” Further, the doctrine could not
be applied to the individual defendants. Finally, the HFPA and
the individual defendants argued Sundholm was not an employee
of the HFPA and, even if he had been, the individual defendants
could not be liable for wrongful discharge.
C. The Trial Court’s Ruling
After a hearing, on October 20, 2022 the trial court
sustained without leave to amend the demurrer to the breach of
contract, breach of the implied covenant, and violation of the
right to fair procedure causes of action. With respect to the
breach of contract cause of action, the court rejected as
unreasonable Sundholm’s interpretation of the HFPA bylaws,
which were attached to the amended complaint, that “a member
who meets all express obligations [stated in the bylaws] is
5
guaranteed membership, rather than simply eligible for the
rights of membership.” The court further found the claim for
breach of the implied covenant was based on the same conduct as
the breach of contract claim and, therefore, Sundholm had not
stated an independent claim for breach of the implied covenant.
Regarding the claim for violation of the right to fair
procedure, the trial court found Sundholm had not sufficiently
alleged that the right applied to the HFPA because he had not
alleged the HFPA “controlled [his] ability to work.” In addition,
Sundholm failed to provide any legal authority that individual
board members could be liable for violation of the right to fair
procedure.
The trial court sustained the demurrer to the wrongful
discharge claim against the individual defendants on the basis
the complaint did not allege the individual defendants employed
Sundholm. But the court overruled the demurrer to the cause of
action against the HFPA, finding Sundholm adequately alleged
he was terminated from his employment with the HFPA in
violation of public policy.
The trial court entered a judgment of dismissal of the
individual defendants on November 17, 2022. After Sundholm
dismissed his wrongful discharge cause of action against the
HFPA, on June 1, 2026 the court entered a judgment of dismissal
as to the HFPA. Sundholm timely appealed.2 On January 10,
2 Sundholm filed his notice of appeal prior to entry of
judgment against the HFPA. We treat Sundholm’s premature
notice of appeal with respect to the HFPA as having been filed
immediately after entry of judgment. (See Cal. Rules of Court,
rule 8.104(d)(2).) On appeal, Sundholm does not argue the trial
6
2023, following a request for dismissal, the clerk of the court
entered a dismissal of the HFPA without prejudice with respect
to the wrongful discharge claim.
DISCUSSION
A. Standard of Review
“‘In reviewing an order sustaining a demurrer, we examine
the operative complaint de novo to determine whether it alleges
facts sufficient to state a cause of action under any legal theory.’”
(Matthews v. Becerra (2019) 8 Cal.5th 756, 768; accord, T.H. v.
Novartis Pharmaceuticals Corp. (2017) 4 Cal.5th 145, 162.)
When evaluating the complaint, “we assume the truth of the
allegations.” (Brown v. USA Taekwondo (2021) 11 Cal.5th 204,
209; accord, Lee v. Hanley (2015) 61 Cal.4th 1225, 1230.) “‘“‘We
treat the demurrer as admitting all material facts properly
pleaded, but not contentions, deductions or conclusions of fact or
law.’”’” (Centinela Freeman Emergency Medical Associates v.
Health Net of California, Inc. (2016) 1 Cal.5th 994, 1010.)
“‘Where the complaint is defective, “[i]n the furtherance of
justice great liberality should be exercised in permitting a
court erred in sustaining the demurrer on the wrongful discharge
claim against the individual defendants.
Sundholm also appealed the trial court’s order granting the
HFPA’s motion to disqualify Sundholm’s counsel based on his
review of allegedly privileged documents. We reversed, holding
there was no evidence that possession of the documents by
Sundholm’s attorney would prejudice the HFPA in this
proceeding. (Sundholm v. Hollywood Foreign Press Association
(2024) 99 Cal.App.5th 1330.)
7
plaintiff to amend his [or her] complaint.”’” (Aubry v. Tri-City
Hospital Dist. (1992) 2 Cal.4th 962, 970-971.) A plaintiff may
demonstrate for the first time to the reviewing court how a
complaint can be amended to cure the defect. (Code Civ. Proc.,
§ 472c, subd. (a) [“[w]hen any court makes an order sustaining a
demurrer without leave to amend the question as to whether or
not such court abused its discretion in making such an order is
open on appeal even though no request to amend such pleading
was made”]; see Sierra Palms Homeowners Assn. v. Metro Gold
Line Foothill Extension Construction Authority (2018)
19 Cal.App.5th 1127, 1132 [plaintiff may for the first time on
appeal meet its burden of proving an amendment would cure a
legal defect].)
B. The Trial Court Did Not Err in Sustaining the Demurrer to
the Breach of Contract Cause of Action
1. Governing law
The bylaws of voluntary associations, including nonprofit
mutual benefit corporations, are binding contracts between the
members and the association. (See Juarez v. Ward (2023)
88 Cal.App.5th 730, 741; Hee Shen Cemetery & Benevolent Assn.
v. Yeong Wo Assn. (2024) 100 Cal.App.5th 231, 238 [the bylaws of
a private voluntary association “‘constitute a contract between
the association and its members, and the rights and duties of the
members as between themselves and in their relation to the
association, in all matters affecting its internal government and
the management of its affairs, are measured by the terms of [its]
constitution and by-laws’”]; Berke v. Tri Realtors (1989)
208 Cal.App.3d 463, 466 [same].)
8
We construe corporate bylaws under the same rules we use
to interpret statutes and contracts. (Singh v. Singh (2004)
114 Cal.App.4th 1264, 1294.) “[W]e must interpret a contract in
a manner that is reasonable and does not lead to an absurd
result.” (Roden v. AmerisourceBergen Corp. (2010)
186 Cal.App.4th 620, 651.) “‘“‘The words of a contract are to be
understood in their ordinary and popular sense.’ [Citations.]”
[Citation.] Furthermore, “[t]he whole of a contract is to be taken
together, so as to give effect to every part, if reasonably
practicable, each clause helping to interpret the other.”’” (Flores
v. Nature’s Best Distribution, LLC (2016) 7 Cal.App.5th 1, 9.)
2. Relevant provisions of the HFPA bylaws
Article III of the HFPA bylaws sets forth the obligations
and requirements for becoming a member and renewing
membership, as well as the procedures for termination of
membership. Section 3.2, titled “Membership Eligibility
Requirements,” states that “Active Members” must live in the
United States, work as journalists covering the entertainment
industry, and produce a “minimum number of entertainment-
related articles, photographs, and/or broadcasts” during the
relevant time period. (§ 3.2(A)(1), underlining omitted.) Active
Members must also attend at least 50 percent of regular
meetings annually and attend at least 50 HFPA-sponsored press
conferences annually. (Ibid.) Members must establish they have
satisfied these requirements each year in order to maintain their
membership status. (§ 3.2(A)(3).) Members who have not met
these requirements may have their membership terminated by
the board of directors. (§ 3.4(B).)
9
Section 3.5 of the bylaws requires that members pay dues
annually and “sign and submit an affirmation that they have
read and agree[d] to abide by the Association’s Code of Conduct.”
(§ 3.5(D).) Members who fail to pay dues or submit the code of
conduct affirmation by the time specified “shall be considered
delinquent.” (§ 3.5(A).)
Termination of membership is governed by section 3.6,
titled “Good Standing, Expulsion, Suspension or Termination of
Membership.” (Underlining omitted.) Section 3.6(A) states,
“Membership and its attendant rights and privileges, including
voting, shall be conditional upon the Member having met their
express obligations set forth in these Bylaws. A member who has
met all express obligations, including payment of all dues, shall
be considered to be in good standing and eligible to exercise the
rights of a Member as set forth in these Bylaws.”
Section 3.6(B) states, “Any Member may be expelled,
suspended or terminated provided that the procedures in this
subsection are followed.” The procedures include that the
member must be given 15 days’ notice of the expulsion,
termination or suspension and “shall be given the opportunity to
be heard by the Board of Directors . . . not less than five days
before the effective date” of the proposed action. Section 3.6(C)
provides, “Any Member who is not in good standing may be
suspended subject to the notice and hearing requirements set
forth in this section.”
3. The plain language of the bylaws does not support the
breach of contract cause of action
Sundholm argues the bylaws do not specify that fraudulent
and illegal conduct contrary to the interests of the HFPA (the
10
alleged reason for his termination) is a ground for termination,
and therefore his termination violated the bylaws. Sundholm
relies on the language in section 3.6(A) that membership is
conditioned on members meeting their “express obligations” set
forth in the bylaws, and that members who have met those
express obligations shall be considered to be in “good standing
and eligible” to exercise their membership rights. Sundholm
argues this language should be interpreted to mean that once a
member has met the express obligations articulated in the
bylaws, including the payment of dues, his or her membership
cannot be terminated for any reason because meeting these
obligations places the member in “good standing.”
Sundholm’s interpretation of the bylaws is contrary to their
plain language. The fact that membership (and being in good
standing as a member) is conditioned on a member meeting his or
her express obligations does not mean an individual is
guaranteed membership once those obligations are met.
Sundholm’s construction would require us to rewrite the bylaws
to state that a member’s meeting of the express obligations was
the exclusive condition for membership, instead of the actual
language, which specifies the payment of dues and other express
obligations are a necessary condition for a member to be in good
standing as a member.
Sundholm likewise contends that once an individual has
established eligibility for membership, membership is guaranteed
and “no separate showing is required.” To the contrary, the word
“eligible” means “[f]it and proper to be selected or to receive a
benefit; legally qualified for an office, privilege, or status.”
(Black’s Law Dict. (12th ed. 2024).) Thus, the fact an individual
is eligible for something does not confer a benefit, but rather, it
11
means the individual has the potential to receive the benefit. For
example, an individual who is eligible to be President of the
United States does not automatically become the President;
rather, the individual must be selected by the electorate.
Indeed, the word “eligible” is used in this manner in
Section 3.3 of the bylaws, which sets forth the application process
for new members. Section 3.3(B) states that “to be considered”
for membership, an individual must, among other things, submit
an application and a letter of recommendation and have produced
the required number of journalistic works. Section 3.3(E) refers
to these requirements as the “eligibility requirements for
membership.” An applicant’s satisfaction of the eligibility
requirements does not guarantee membership in the HFPA.
Instead, the “Credentials Committee shall then consider each
applicant meeting the requirements . . . and determine whether
such applicant shall be admitted.” (§ 3.3(D).) The committee is
directed to consider such factors as the applicant’s expertise,
commitment to advancing the mission of the HFPA, and whether
the applicant would provide a diverse perspective. It is not a
reasonable interpretation of the bylaws that they define the term
“eligible” in section 3.3 to mean the minimum requirements for
an individual to be considered for membership but in
section 3.6(A) to mean an individual has a guarantee of
membership.
Further, Sundholm’s interpretation that a member in good
standing may never be expelled from the HFPA is inconsistent
with the language in Section 3.6(B), which states, “Any Member
may be expelled, suspended or terminated provided that the
procedures in this section are followed.” (Italics added.) This
provision does not state that only members not in good standing
12
may be terminated, but that any member may be terminated.
Sundholm has not provided any explanation for how this
provision could be interpreted to limit termination to members
not in good standing.
Finally, Sundholm contends that interpreting the bylaws to
allow the HFPA to expel him based on allegedly fraudulent and
illegal conduct is untenable because “it would allow members to
be expelled for any reason, whether that reason be personal
animosity, rejection of sexual advances, or objection to a
member’s hair style. The bases for expelling members should be
tethered to something.” Although Sundholm may be frustrated
by what he believes was an arbitrary expulsion, nothing in the
bylaws prevented the HFPA from expelling him based on its
belief he engaged in fraudulent and illegal conduct.
C. The Trial Court Did Not Err in Sustaining the Demurrer on
the Cause of Action for Breach of the Implied Covenant of
Good Faith and Fair Dealing
“The covenant of good faith and fair dealing, implied by law
in every contract, exists merely to prevent one contracting party
from unfairly frustrating the other party’s right to receive the
benefits of the agreement actually made. [Citation.] The covenant
thus cannot ‘“be endowed with an existence independent of its
contractual underpinnings.”’ [Citations.] It cannot impose
substantive duties or limits on the contracting parties beyond
those incorporated in the specific terms of their agreement.” (Guz
v. Bechtel Nat. Inc. (2000) 24 Cal.4th 317, 349-350 (Guz); accord,
Bevis v. Terrace View Partners, LP (2019) 33 Cal.App.5th 230,
252 [“It is well settled that ‘an implied covenant of good faith and
fair dealing cannot contradict the express terms of a contract.’”].)
13
A claim for breach of the implied covenant “must show that
the conduct of the defendant, whether or not it also constitutes a
breach of a consensual contract term, demonstrates a failure or
refusal to discharge contractual responsibilities, prompted not by
an honest mistake, bad judgment or negligence but rather by a
conscious and deliberate act, which unfairly frustrates the agreed
common purposes and disappoints the reasonable expectations of
the other party thereby depriving that party of the benefits of the
agreement.” (Careau & Co. v. Security Pacific Business Credit,
Inc. (1990) 222 Cal.App.3d 1371, 1395; accord, VFLA Eventco,
LLC v. William Morris Endeavor Entertainment, LLC (2024)
100 Cal.App.5th 287, 312.) “If the allegations do not go beyond
the statement of a mere contract breach and, relying on the same
alleged acts, simply seek the same damages or other relief
already claimed in a companion contract cause of action, they
may be disregarded as superfluous as no additional claim is
actually stated.” (Careau & Co., at p. 1395; accord, Guz, supra,
24 Cal.4th at p. 352 [“But insofar as the [defendant’s] are directly
actionable as a breach of an implied-in-fact contract term, a claim
that merely realleges that breach as a violation of the covenant is
superfluous.”].)
Sundholm argues his breach of the implied covenant cause
of action does not merely restate his contract claim because the
contract claim alleges there “was no substantive basis” for his
expulsion, whereas the implied covenant claim alleges “the
procedure by which [Sundholm] was expelled from membership
was unfair.” However, as alleged, the HFPA complied with the
notice and hearing provisions of its bylaws: Sundholm was given
more than 15 days’ notice of the expulsion in writing; he was
provided the reasons for the expulsion; and he was given the
14
opportunity to be heard by the board at a hearing. Sundholm
argues the board meeting was a “choreographed show trial”
because he was prevented from having legal representation and
the board members asked no questions and presented no
evidence. However, the bylaws did not require a specific type of
hearing or findings by the board. For example, the bylaws did
not require the board to allow Sundholm to have an attorney
present, engage in dialogue with the board, or call witnesses.
Thus, Sundholm has not identified any requirement of the bylaws
that was unfairly denied to him. (See Guz, supra, 24 Cal.4th at
p. 349 [the implied covenant serves “merely to prevent one
contracting party from unfairly frustrating the other party’s right
to receive the benefits of the agreement actually made”].)
Sundholm cannot rely on the implied covenant to impose
requirements that are not enumerated in the bylaws. (See id. at
p. 352 [“[t]o the extent [plaintiff’s] implied covenant cause of
action seeks to impose limits . . . beyond those to which the
parties actually agreed, the claim is invalid”].)
D. The Trial Court Did Not Err in Sustaining the Demurrer to
the Cause of Action for Violation of the Right to Fair
Procedure
“[A] private organization’s decisionmaking process can,
under certain circumstances, be subject to a common law right of
fair procedure,” which is subject to judicial review. (Yari v.
Producers Guild of America, Inc. (2008) 161 Cal.App.4th 172, 174
(Yari).) This common law right is typically applied in cases
concerning the “exclusion or expulsion from membership in a
gatekeeper organization, such as a labor union, [which] hold that
‘the right to practice a lawful trade or profession is sufficiently
15
“fundamental” to require substantial protection against arbitrary
administrative interference, either by government [citations] or
by a private entity.’” (Id. at p. 176; see Potvin v. Metropolitan
Life Ins. Co. (2000) 22 Cal.4th 1060, 1069 (Potvin) [the rationale
of the cases applying the common law doctrine of fair procedure
“‘is that certain private entities possess substantial power either
to thwart an individual’s pursuit of a lawful trade or profession,
or to control the terms and conditions under which it is
practiced.’”].) “[W]hen the right to fair procedure applies, the
decisionmaking ‘must be both substantively rational and
procedurally fair.’” (Potvin, at p. 1066.)
“For the doctrine to apply, individuals need not show that
they would be fully unable to practice their chosen profession
absent membership in the organization; they can instead show
that ‘exclusion from membership . . . deprives [them of]
substantial . . . educational, financial, and professional
advantages.’” (Boermeester v. Carry (2023) 15 Cal.5th 72, 88.)
However, even if a plaintiff can demonstrate deprivation of a
substantial professional advantage, the right to fair procedure
does not apply unless the organization affects the public interest.
As the Supreme Court explained in Potvin, the organizations to
which the court has applied the right to fair procedure “all shared
an attribute of significance in our determination that they were
subject to the common law right to fair procedure. Each one was
a private entity affecting the public interest. As has been
recognized: ‘[C]ertain institutions and enterprises are viewed by
the courts as quasi-public in nature: The important products or
services which these enterprises provide, their express or implied
representations to the public concerning their products or
services, their superior bargaining power, legislative recognition
16
of their public aspect, or a combination of these factors, lead
courts to impose on these enterprises obligations to the public
and the individuals with whom they deal, reflecting the role
which they have assumed, apart from and in some cases despite
the existence of a contract.’” (Potvin, supra, 22 Cal.4th at
p. 1070; accord, Palm Medical Group, Inc. v. State Comp. Ins.
Fund (2008) 161 Cal.App.4th 206, 215 [“[t]he doctrine applies
primarily to decisions affecting membership in private
organizations that affect the public interest”].)3
The Ninth Circuit in Flaa v. Hollywood Foreign Press
Association (9th Cir. 2022) 55 F.4th 680 (Flaa) addressed the
precise issue here—whether the HFPA was a quasi-public entity
subject to the common law right to fair procedure. The plaintiff
in that case was Sundholm’s girlfriend, who sued the HFPA for
violation of the right to fair procedure based on the organization’s
repeated denial of her membership application. (Id. at p. 687.)
Flaa argued the right applied to the HFPA because “the
entertainment industry is economically significant.” (Id. at
p. 696.) The Ninth Circuit rejected Flaa’s argument, explaining,
“To determine if an organization is quasi-public, California courts
look to factors such as whether the organization produces
particularly important products or services, provides express or
implied representations to the public, receives legislative
recognition of its public character, or possesses superior
bargaining power. [Citation.] Examples of quasi-public
organizations include labor unions and medical and dental
licensing organizations.” (Id. at p. 695, citing Ezekial v. Winkley
3 Sundholm argues the right to fair procedure is not limited
to quasi-public entities, but he cites no authority for application
of the doctrine to entities that are not considered quasi-public.
17
(1977) 20 Cal.3d 267, 271 and Potvin, supra, 22 Cal.4th at
p. 1169.) The court held the HFPA “does not provide ‘important
products or services’ to the public, does not make representations
about the qualifications of its members (as a licensing entity
does), and has received no legislative recognition as a quasi-
public association.” (Flaa, at p. 695.) We agree with the Ninth
Circuit’s reasoning and see no reason to depart from it here.
Sundholm has not alleged the HFPA’s activities affect the public
interest as contemplated by Potvin. (Potvin, at p. 1169.)
We likewise reject Sundholm’s argument that the HFPA is
a quasi-public entity because “the public interest include[s] news
reporting.” As the Court of Appeal reasoned in Yari, although it
is true that “the public is interested in the motion picture
industry[,] [t]hat does not mean that industry-related
organizations . . . operate in the public interest.” (Yari, supra,
161 Cal.App.4th at p. 180 [holding the Academy of Motion
Picture Arts and Sciences and the Producers Guild of America
were not quasi-public entities to which the right to fair procedure
applied]; see Flaa, supra, 55 F.4th at p. 696 [“[i]t is not enough
that an industry is important to the public; rather, the right of
fair procedure applies only when an organization possesses
characteristics that make it quasi-public in nature”].) Sundholm
has not cited any cases in which the right to fair procedure was
applied to an organization because it was involved in the
journalism industry, and the cases he relies on are inapposite.4
4 Likewise, Sundholm has not provided support for his
assertion that non-profit organizations are automatically subject
to the right to fair procedure. (See, e.g., Regan v. Taxation with
Representation of Washington (1983) 461 U.S. 540, 542, 551
[rejecting nonprofit organization’s argument it should be granted
18
(See, e.g., Gionfriddo v. Major League Baseball (2001)
94 Cal.App.4th 400, 404, 410-411 [court observed that
“entertainment features receive the same constitutional
protection as factual news reports” and “command a substantial
public interest” for purposes of determining whether publication
of baseball players’ names, images, and likenesses was protected
by the First Amendment].)
Finally, Sundholm argues his right to fair procedure cause
of action against the individual defendants was properly alleged
because directors may be liable for tortious acts committed on
behalf of a corporation. However, because Sundholm has not
sufficiently alleged the right to fair procedure applies to the
HFPA, the right likewise does not apply to the board members’
actions.5
tax-exempt status because it promoted the “public interest”
notwithstanding activities to influence legislation]; see also Flaa,
supra, 55 F.4th at p. 696 [rejecting Flaa’s argument the right to
fair procedure applied to tax-exempt organizations, observing
“the California courts have given no indication that fair
procedure doctrine applies so broadly”].)
5 Sundholm does not argue on appeal that the trial court
abused its discretion in denying leave to amend, nor does he
address how he could amend the complaint to cure its legal
defects. We therefore affirm the trial court’s denial of leave to
amend. (Spears v. Spears (2023) 97 Cal.App.5th 1294, 1307
[affirming denial of leave to amend in light of plaintiff’s failure to
identify a specific allegation that would cure the defect in his
claim]; Lebrun v. CBS Television Studios, Inc. (2021)
68 Cal.App.5th 199, 212 [affirming denial of leave to amend
where plaintiffs “[did] not suggest how they could amend the
complaint”].)
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DISPOSITION
The judgments of dismissal are affirmed. The HFPA and
the individual defendants are to recover their costs on appeal.
FEUER, J.
We concur:
MARTINEZ, P. J.
SEGAL, J.
20