Filed 6/17/26 Law v. Stanford CA2/3
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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND APPELLATE DISTRICT
DIVISION THREE
BRADLEY LAW, B341882
Plaintiff and Respondent, (Los Angeles County
Super. Ct. No. 23STCV29559)
v.
DARIAN STANFORD et al.,
Defendants and Appellants.
APPEAL from an order of the Superior Court of
Los Angeles County, Robert Broadbelt, Judge. Affirmed.
Long & Levit, Jessica R. Macgregor, Abigail Henderson,
and T. John Fitzgibbons for Defendants and Appellants.
Catanzarite Law Corporation, Kenneth J. Catanzarite and
Nicole M. Catanzarite-Woodward for Plaintiff and Respondent.
‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗
Defendants and appellants Darian Stanford and Tonkon
Torp LLP (defendants) appeal the trial court’s order denying
their special motion to strike plaintiff Bradley Law’s complaint as
a strategic lawsuit against public participation (SLAPP)
pursuant to Code of Civil Procedure section 425.16.1 Defendants
represented Law’s former business partner, non-party Jonathan
Beckman, and limited liability companies in which Law is a
member, in an arbitration and mediations that resulted in a
settlement agreement and release of claims. Law has alleged the
agreement was adverse to his interests. Law brought an action
against defendants, asserting they breached fiduciary duties they
owed to him and the companies by concurrently representing
Law, the companies, and Beckman without informed consent and
by placing Beckman’s interests above Law’s and the companies’
interests. Defendants moved to strike on the ground that their
representation of Beckman in the arbitration and mediations was
protected activity.
The trial court denied the motion. We affirm.
FACTUAL AND PROCEDURAL BACKGROUND
Allegations of the Complaint
Law and Beckman were the sole members of three limited
liability companies with the same name, National Payment
Systems LLC, that were formed under California, Oregon, and
Washington law (the NPS entities). Law and Beckman also
formed the limited liability company Gresham Group LLC
(Gresham; together with the NPS entities and Law, plaintiffs).
Until 2023, when Law bought out Beckman’s interests, Beckman
1 All further undesignated statutory references are to the
Code of Civil Procedure.
2
owned 60 percent of each of the NPS entities and Gresham, and
Law owned 40 percent.
Beckman was also the controlling member of National
Payment Systems, LLC (National). In 2019, he sold or otherwise
transferred a 40 percent membership interest in National to
Sabin Burrell, Eventus Holdings, LLC (Eventus), and John
Hynes. After the sale of Beckman’s membership interest in
National, “the members engaged in a series of disputes
commencing in 2021 . . . that include the assets and income of
[the NPS entities] as well as purported guarantor liabilities of
both Beckman and [Law].”
Defendants represented Beckman in mediation and
arbitration with Burrell and Hynes. According to the complaint,
defendants “undertook the representation of Beckman,
individually as well as related to his membership interests in
National, Eventus, [the NPS entities] and [Gresham], as well as
guaranty liabilities including those as to which [Law] was also a
signatory.” While representing Beckman, the NPS entities, and
Gresham, defendants “negotiated, counseled, drafted and . . .
advised [those individuals] to enter into the [r]elease
[a]greement,” which adversely affected plaintiffs.
Notwithstanding the execution of the release agreement,
the settling parties continued to have material disputes about the
implementation of the agreement. They submitted the disputes
to mediation, including disagreements concerning residuals
allegedly due to the NPS entities or Gresham, and the discharge
of indebtedness income, which would allegedly result in
substantial tax liability to Law.
3
The complaint asserted four causes of action against
defendants.2
In the first cause of action for breach of fiduciary duty
based on “Concurrent Representation of Conflicting Interests,”
the complaint alleged that defendants owed a fiduciary duty to
plaintiffs “by virtue of negotiating, counseling and documenting
the Release Agreement which directly involved the assets and
liabilities of [p]laintiffs and thereafter continuing the
representation during the above described disputes.” The
complaint alleged defendants breached this duty by “advising
multiple parties, whose interests conflicted, without obtaining
written consent, or any consent; advising multiple parties in the
face of an irreparable conflict of interest; conspiring with
Beckman to conceal from [p]laintiffs and to deprive [p]laintiffs of
the opportunity to separately negotiate a resolution of the
disposition or not, of their interest in their assets . . . ; . . . [and]
failing to prosecute actions in the best interests [of] [p]laintiffs,
placing their own financial interests, and the financial and
general interests of Beckman and his separate affiliates’ interests
from the interests of [p]laintiffs, above those of plaintiffs . . . .”
The complaint asserted a cause of action against
defendants for aiding and abetting Beckman’s breach of the
fiduciary duties he owed to plaintiffs. Defendants were
purportedly aware of Beckman’s duties because they had a copy
of the relevant operating agreements for the NPS entities and
Gresham.
The complaint also asserted a cause of action for
negligence. Plaintiffs alleged that defendants were aware of the
2 The complaint also asserted a cause of action against
Hynes, which is not at issue in this appeal.
4
fiduciary duty Beckham owed to them, and therefore also “owed
[p]laintiffs a duty of care in performance of their duties and
responsibilities in conducting transactions with [the NPS
entities] and [Gresham] at arm[’]s length in accord with
commercially reasonable business practices.” According to the
complaint, defendants breached this duty of care.
Finally, the complaint alleged that defendants committed
constructive fraud because they had a fiduciary relationship with
plaintiffs and they had actual knowledge that Beckman, with
defendants’ legal assistance, was acting adverse to Law’s
interests.
Special Motion to Strike
Defendants filed a special motion to strike Law’s complaint,
pursuant to section 425.16. The motion did not address the other
plaintiffs.3
Defendants argued that each of Law’s causes of action
arose from legal advice and the settlement made in connection
with litigation, which is protected petitioning activity. According
to defendants, Law was never their client and they did not
represent him during the settlement negotiations. Further, “even
if they also represented the [NPS entities] in those negotiations,
that representation would not create an attorney-client
relationship between the [defendants] and [Law]” because their
clients were the NPS entities, not the entities’ constituents.
Defendants contended Law could not establish a probability of
prevailing because the statute of limitations and the litigation
privilege barred his claims against defendants.
3 Defendants demurred to the complaint as to the other
plaintiffs. The trial court overruled the demurrer.
5
Stanford submitted a declaration in support of the motion.
He stated that, in 2014, Beckman retained Tonkon Torp LLP to
represent him as an individual, and, later, to represent National.
No fee agreement existed between Tonkon Torp LLP and Law,
and Stanford did not undertake to represent Law individually.
Stanford represented Beckman during the arbitration and
mediations. He signed the release agreement “in [his] capacity as
counsel for Mr. Beckman.”
In opposition, Law argued that the anti-SLAPP statute
does not apply to a former client’s breach of fiduciary duty claims
against an attorney. He asserted that his causes of action were
premised on the claim that defendants “breached fiduciary duties
of care and loyalty owed him, and that [defendants] rendered
legal services to him which fell below the standard of care for
attorneys.” (Boldface omitted.) Citing Wittenberg v. Bornstein
(2020) 50 Cal.App.5th 303 (Wittenberg), Law further argued that,
under the first anti-SLAPP prong, whether defendants actually
owed fiduciary duties of care and loyalty to Law and had to
render legal services to him within the standard of care was not
properly at issue. Rather, it was sufficient that Law alleged
defendants owed him those duties.
Law also asserted his claims had sufficient merit to
establish a probability of prevailing, in part because defendants
were judicially estopped from arguing they did not have an
attorney-client relationship with him based on Beckman’s
assertion in another action that he acted as Law’s and the NPS
entities’ agent in the mediation and arbitration proceedings.
The Trial Court’s Ruling
The trial court denied the anti-SLAPP motion. It observed
that defendants had requested that the court strike the
6
complaint in its entirety and defendants had not attempted to
show that each individual claim arose from protected activity.
The court concluded that the conduct underlying Law’s claims
against defendants was their representation of clients with
conflicting interests. The court reasoned that the challenged
conduct “does not constitute protected activity and instead arises
from the alleged breaches of [d]efendants’ duties to [Law],
irrespective of the fact that the breaches may have occurred
during litigation.”
The trial court acknowledged that the parties disputed
whether Law had an attorney-client relationship with
defendants. However, it concluded that “whether Law has
sufficiently alleged, and can prove, the existence of an attorney-
client relationship is irrelevant to determining whether
[d]efendants have met their burden of showing that each claim
alleged by Law arises from their protected activity since (i) at the
first step, the court ‘merely identif[ies] the acts suppl[y]ing the
elements of the challenged causes of action [citation], and to that
end, it is sufficient that [Law] alleges [h]e was harmed by
[defendants’] breaches of [their] professional obligations[,]’ and
(ii) such an argument goes to the merits of Law’s claims, which is
addressed in connection with the second prong . . . .” (Quoting
Wittenberg, supra, 50 Cal.App.5th at p. 314.) The court further
concluded that, “in any event, the Complaint allege[d] the
existence of such a relationship between Law and [d]efendants.”
It therefore found Law’s claims for professional negligence and
breach of fiduciary duty were not based on protected activity, but
arose from the alleged breach of defendants’ professional
obligations. The court thus denied the motion.
Defendants timely appealed.
7
DISCUSSION
Defendants argue the trial court erred in concluding that
the conduct underlying Law’s causes of action against them was
not protected petitioning activity. They contend the court
incorrectly found that the complaint alleged an attorney-client
relationship between themselves and Law, and erred by refusing
to consider Stanford’s declaration, which stated that Tonkon Torp
LLP had no fee agreement with Law and Stanford did not
represent Law individually. Defendants further assert that Law
has not established a probability of prevailing against them
because the litigation privilege barred his claims.
We conclude the trial court did not err in denying the anti-
SLAPP motion on the ground that Law’s claims were not based
on protected activity. We therefore do not reach the parties’
arguments concerning the probability that Law will prevail on
his claims.
I. Applicable Legal Principles and Standard of Review
A. Section 425.16
“[T]he anti-SLAPP statute is designed to protect
defendants from meritless lawsuits that might chill the exercise
of their rights to speak and petition on matters of public concern.”
(Wilson v. Cable News Network, Inc. (2019) 7 Cal.5th 871, 883–
884 (Wilson).) To that end, section 425.16, subdivision (b)(1),
provides: “A cause of action against a person arising from any act
of that person in furtherance of the person’s right of petition or
free speech under the United States Constitution or the
California Constitution in connection with a public issue shall be
subject to a special motion to strike, unless the court determines
that the plaintiff has established that there is a probability that
the plaintiff will prevail on the claim.”
8
When ruling on an anti-SLAPP motion, a trial court
engages in a two-step process. “First, the court decides whether
the defendant has made a threshold showing that the challenged
cause of action is one arising from protected activity. The moving
defendant’s burden is to demonstrate that the act or acts of which
the plaintiff complains were taken ‘in furtherance of the
[defendant]’s right of petition or free speech under the United
States or California Constitution in connection with a public
issue,’ as defined in the statute. (§ 425.16, subd. (b)(1).) If the
court finds such a showing has been made, it then determines
whether the plaintiff has demonstrated a probability of
prevailing on the claim. Under section 425.16, subdivision (b)(2),
the trial court in making these determinations considers ‘the
pleadings, and supporting and opposing affidavits stating the
facts upon which the liability or defense is based.’ ” (Equilon
Enterprises v. Consumer Cause, Inc. (2002) 29 Cal.4th 53, 67.)
“The anti-SLAPP statute’s definitional focus is not the form
of the plaintiff’s cause of action but, rather, the defendant’s
activity that gives rise to his or her asserted liability—and
whether that activity constitutes protected speech or
petitioning. . . . ‘Considering the purpose of the [anti-SLAPP]
provision, expressly stated, the nature or form of the action is not
what is critical but rather that it is against a person who has
exercised certain rights’ [citation].” (Navellier v. Sletten (2002) 29
Cal.4th 82, 92–93.)
“Where a defendant moves to strike the entire complaint
and fails to identify, with reasoned argument, specific claims for
relief that are asserted to arise from protected activity, the
defendant does not carry his or her first-step burden so long as
the complaint presents at least one claim that does not arise from
9
protected activity.” (Park v. Nazari (2023) 93 Cal.App.5th 1099,
1108 (Nazari); Pechkis v. Trustees of California State University
(2026) 119 Cal.App.5th 497, 506 [anti-SLAPP motion insufficient
where it challenged entirety of two causes of action but failed to
address “whether there are other allegations supporting the
causes of action that are not protected conduct”].)
“Our review is de novo. [Citation.] We review issues in the
anti-SLAPP context independent of the trial court’s reasoning
and ‘ “[i]f the trial court’s decision is correct on any theory . . . ,
we affirm the order regardless of the correctness of the grounds
on which the lower court reached its conclusion.” [Citation.]’
[Citation.]” (OneTaste Inc. v. Netflix, Inc. (2025) 116 Cal.App.5th
174, 188.)
B. Anti-SLAPP motions addressing causes of
action arising from attorney conduct
Section 425.16, subdivision (e), describes the four categories
of conduct “ ‘ “in furtherance of a person’s right of petition or free
speech under the United States or California Constitution in
connection with a public issue” ’ ” protected by the anti-SLAPP
statute. (Rand Resources, LLC v. City of Carson (2019) 6 Cal.5th
610, 620.) These include “any written or oral statement or
writing made before a legislative, executive, or judicial
proceeding” and “any written or oral statement or writing made
in connection with an issue under consideration or review by a
legislative, executive, or judicial body . . . .” (§ 425.16,
subd. (e)(1), (2).)
“Thus, a cause of action arising from acts committed by
attorneys in representing clients in litigation may appropriately
be the subject of an anti-SLAPP motion. [Citation.] However, a
client’s action against his or her attorney, whether it is pleaded
10
as a claim for malpractice, breach of fiduciary duty, or any other
theory of recovery, is not subject to the anti-SLAPP statute
‘merely because some of the allegations refer to the attorney’s
actions in court.’ [Citation.] When the allegations referring to
litigation activity ‘ “ ‘are only incidental to a cause of action based
essentially on nonprotected activity, collateral allusions to
protected activity should not subject the cause of action to the
anti-SLAPP statute.’ ” ’ [Citation.]” (Wittenberg, supra, 50
Cal.App.5th at pp. 312–313; see also Park v. Board of Trustees of
California State University (2017) 2 Cal.5th 1057, 1060 (Park) [“a
claim may be struck only if the speech or petitioning activity
itself is the wrong complained of, and not just evidence of liability
or a step leading to some different act for which liability is
asserted”].)
In PrediWave Corp. v. Simpson Thacher & Bartlett LLP
(2009) 179 Cal.App.4th 1204 (PrediWave), the court outlined
three categories of cases against attorneys relating to the SLAPP
law: “(1) clients’ causes of action against attorneys based upon
the attorneys’ acts on behalf of those clients, (2) clients’ causes of
action against attorneys based upon statements or conduct solely
on behalf of different clients, and (3) non clients’ causes of action
against attorneys.” (Id. at p. 1227.) The court concluded “[t]he
causes of action in this first class categorically are not being
brought ‘primarily to chill the valid exercise of the constitutional
rights of freedom of speech and petition . . . .’ ” (Ibid., quoting
§ 425.16, subd. (a).) This is because “clients do not bring such
lawsuits to deter the speech and petitioning activities done by
their own attorneys on their behalf but rather to complain about
the quality of their former attorneys’ performance.” (PrediWave,
at p. 1227.)
11
Consistent with this reasoning, courts have repeatedly held
that an attorney’s act of representing a client with interests
adverse to a former client, or concurrently representing clients
with conflicting interests, is not protected activity. (E.g.,
Loanvest I, LLC v. Utrecht (2015) 235 Cal.App.4th 496, 504–505
(Loanvest I) [first prong of anti-SLAPP analysis not satisfied
where plaintiff claimed attorney breached duty of loyalty by
acting contrary to its interests in negotiating settlement
agreement]; PrediWave, supra, 179 Cal.App.4th at pp. 1226–1227
[action not subject to anti-SLAPP where plaintiff claimed
defendants simultaneously represented clients with
irreconcilable conflict of interest]; Benasra v. Mitchell Silberberg
& Knupp LLP (2004) 123 Cal.App.4th 1179, 1189 [anti-SLAPP
motion incorrectly granted where plaintiffs’ claim was “not based
on ‘filing a petition for arbitration on behalf of one client against
another, but rather, for failing to maintain loyalty to, and the
confidences of, a client’ ”].)
Two decisions are particularly relevant here. In Sprengel v.
Zbylut (2015) 241 Cal.App.4th 140 (Sprengel), the appellate court
concluded that the conduct underlying the plaintiff’s causes of
action for malpractice, breach of fiduciary duty, and constructive
fraud was not protected speech or petitioning activity. Jean
Sprengel and Lanette Mohr formed a limited liability company,
Purposeful Press, to market a book Sprengel wrote. (Id. at
p. 144.) Following a dispute over the management of the
company and its intellectual property rights, Mohr, purportedly
in her capacity as manager of Purposeful Press, hired attorneys
to provide legal services. (Ibid.) Sprengel then brought an action
against the attorneys, which alleged the defendants had solicited
payment from Purposeful Press for legal services without her
12
knowledge and provided services “ ‘primarily devoted to the best
interests of Mohr . . . , at the [c]ompany’s expense.’ ” (Id. at
p. 146.) “Although Sprengel admit[ted] she did not enter into an
express attorney-client agreement with any of the defendants,
she allege[d] that defendants’ representation of Purposeful Press
gave rise to an implied agreement that they would also represent
her individually because she owned 50 percent of the company.”
(Id. at p. 151.)
The defendants filed a special motion to strike the
complaint, which the trial court denied because it found that
Sprengel’s claims did not arise from constitutionally protected
activity within the meaning of section 425.16. (Sprengel, supra,
241 Cal.App.4th at pp. 147–149.) The appellate court affirmed.
It observed that the defendants did not dispute that Sprengel’s
causes of action were based on defendants’ alleged breach of
“various professional duties arising from an implied attorney-
client relationship.” (Id. at p. 155.) The court rejected the
defendants’ arguments that “there is ‘absolutely no evidence that
[defendants] were retained to represent her individually’ ” and
the “complaint ma[de] clear that they only agreed to represent
Purposeful Press,” reasoning that these arguments “improperly
conflate[d] the first and second prongs of the section 425.16 test.”
(Id. at pp. 155, 156.) The court concluded it could not consider
merits-based arguments under the first prong, which concerns
only “whether the plaintiff’s claims arise from protected speech or
petitioning activity.” (Id. at p. 156.) “Whether Sprengel actually
shared an attorney-client relationship with defendants relates to
the merits of her claims and is therefore not relevant to our first
prong analysis. Although defendants may ultimately defeat
Sprengel’s claims by proving the absence of an attorney-client
13
relationship, that does not alter the substance of her claims.” (Id.
at p. 157.)4
Wittenberg, supra, 50 Cal.App.5th 303, is also instructive.
Amy Wittenberg and Daniel Bornstein were the co-owners of a
real estate investment business. (Id. at p. 308.) Bornstein
retained an attorney to represent the business in negotiating the
return of an escrow deposit. (Ibid.) Years later, Wittenberg,
through new counsel, sued Bornstein on behalf of the business,
alleging that Bornstein committed misconduct in the
management of properties. (Id. at pp. 308–309.) Wittenberg
then filed a separate action against Bornstein and the attorney
who negotiated the return of the deposit, who now represented
Bornstein. (Id. at p. 309.) Wittenberg’s complaint asserted
causes of action against the attorney for breach of fiduciary duty
and conspiracy, individually and derivatively on behalf of the
business. (Id. at pp. 309–310.) She alleged the attorney
breached his fiduciary duties by accepting representation of
Bornstein without obtaining waivers from the business or
Wittenberg, and by utilizing the business’s confidential
information to prosecute Bornstein’s claims. (Id. at pp. 310, 312.)
The attorney filed a special motion to strike, accompanied by a
declaration stating he was never Wittenberg’s attorney and had
not obtained any confidential information about the business
4 A dissenting justice did not agree that “cases categorically
refusing to apply section 425.16 to ‘garden variety malpractice
actions’ were properly decided,” but agreed with the majority that
the existence of an implied attorney-client relationship between
Sprengel and the defendants was a second prong issue.
(Sprengel, supra, 241 Cal.App.4th at p. 160 (dis. opn. of Perluss,
J.).)
14
during his prior representation. (Id. at p. 310.) The trial court
denied the motion. (Id. at p. 311.)
The appellate court concluded that the attorney’s “alleged
acts of representing clients with interests adverse to his former
client and using [the business’s] confidential information in the
new representation do not constitute protected activity under the
anti-SLAPP law,” since the attorney’s litigation conduct was
“merely incidental to the unprotected conduct.” (Wittenberg,
supra, 50 Cal.App.5th at p. 314.) The court rejected the
argument that Wittenberg’s individual claims fell into the third
PrediWave category because she did not allege an individual
attorney-client relationship. (Ibid.) The court observed that
“whether Wittenberg sufficiently allege[d] . . . an attorney-client
relationship goes to the claims’ merits, which is an inquiry
reserved for the second step of the anti-SLAPP analysis.” (Ibid.)
At the first step, “it [was] sufficient that Wittenberg allege[d] she
was harmed by [the attorney’s] breaches of his professional
obligations of loyalty and confidentiality.” (Ibid.)
II. Defendants Failed To Establish That Law’s Causes of
Action Against Them Arise From Protected Activity
With these principles in mind, we turn to defendants’
contention that the trial court erred in concluding that the
conduct underlying Law’s causes of action against them did not
consist of protected activity.
At the first step of the anti-SLAPP analysis, “ ‘[w]e review
the parties’ pleadings, declarations, and other supporting
documents . . . only “to determine what conduct is actually being
challenged, not to determine whether the conduct is actionable.”
[Citation.]’ [Citation.]” (Sprengel, supra, 241 Cal.App.4th at
p. 150; City of Costa Mesa v. D’Alessio Investments, LLC (2013)
15
214 Cal.App.4th 358, 371 [“[t]he merits of [a plaintiff’s] claims
should play no part in the first step of the anti-SLAPP analysis,”
which “only determines whether section 425.16’s procedural
protection applies”].)
Defendants challenged all causes of action Law asserted
against them without addressing the individual allegations
underlying each cause. Likewise, on appeal, defendants confirm
that their position is “that all of [Law’s] claims are SLAPPs.” We
will therefore affirm as long as any claim was based on activity
that is not protected. (Nazari, supra, 93 Cal.App.5th at p. 1108.)5
We focus on the allegations underlying Law’s cause of
action for breach of fiduciary duty, which are incorporated into all
subsequent causes of action asserted against defendants.
Whether defendants owed a duty to Law is also relevant to all
causes of actions. (See Gutierrez v. Girardi (2011) 194
Cal.App.4th 925, 932 [“ ‘existence of a fiduciary duty’ ” is element
of breach of fiduciary duty]; American Master Lease LLC v.
Idanta Partners, Ltd. (2014) 225 Cal.App.4th 1451, 1477 [one
theory of aiding and abetting breach of fiduciary duty “requires
5 It is unclear whether defendants’ representation of
Beckman during the mediations and negotiation of the
settlement agreement constitutes statements “made before a . . .
judicial proceeding,” or “in connection with an issue under
consideration or review by a . . . judicial body” within the
meaning of section 425.16, subdivision (e)(1) and (2). (See Zhang
v. Jenevein (2019) 31 Cal.App.5th 585, 593 [“Contractual
arbitration is not a ‘judicial proceeding’; it is an alternative
dispute resolution process that bypasses judicial proceedings.”].)
However, Law did not raise this argument, and we conclude the
conduct underlying Law’s claims was not protected for other
reasons.
16
that the aider and abettor owe a fiduciary duty to the victim”];
Giacometti v. Aulla, LLC (2010) 187 Cal.App.4th 1133, 1137
[“ ‘[w]here there is no legal duty, the issue of professional
negligence cannot be pled . . . .’ ”]; Assilzadeh v. California
Federal Bank (2000) 82 Cal.App.4th 399, 415 [“ ‘ “Constructive
fraud is a unique species of fraud applicable only to a fiduciary or
confidential relationship.” ’ ”].)
Law alleged that defendants breached their professional
obligations to him by, among other things, concurrently
representing plaintiffs and Beckman, whose interests conflicted,
without obtaining informed, written consent, and by placing their
interests and Beckman’s interests above plaintiffs’ interests. The
acts giving rise to defendants’ alleged liability are not protected
conduct, such as resolving litigation on behalf of Beckman.
Instead, the breach of fiduciary duty cause of action arises from
defendants’ alleged failure to adhere to the duties of loyalty and
care they owed to plaintiffs, including Law, during the course of
settlement negotiations, resulting in a release agreement that
was adverse to Law’s interests. “Although [Law’s] claims may
have been ‘ “ ‘triggered by’ or associated with” ’ [citation]
defendants’ litigation activities, they do not arise out of those acts
. . . .” (Sprengel, supra, 241 Cal.App.4th at p. 155.)
Defendants argue that Law’s claims do not fall under the
first PrediWave category of “clients’ causes of action against
attorneys based upon the attorneys’ acts on behalf of those
clients” because Law did not allege or submit evidence
establishing that he was defendants’ client. (PrediWave, supra,
179 Cal.App.4th at p. 1227.)
We agree the complaint did not plead an express attorney-
client relationship between Law and defendants. It alleged only
17
that defendants “undertook the representation of Beckman,
individually as well as related to his membership interests in
National, Eventus, [the NPS entities] and [Gresham], as well as
guaranty liabilities including those as to which [Law] was also a
signatory.” That defendants’ representation of Beckman related
to guaranty liabilities that Law shared does not necessarily mean
he was their client. Moreover, Stanford submitted a declaration
stating “[t]here is no fee agreement between Tonkon Torp and
Mr. Law and neither the Firm nor [Stanford] ha[d] undertaken to
represent Mr. Law individually.” Law did not submit evidence to
the contrary.
However, defendants concede that the complaint alleged
they represented the NPS entities. Stanford’s declaration
likewise did not refute the allegation that defendants represented
the NPS entities.
“[T]he general rule is that ‘when “representing a
corporation, an attorney’s client is the corporate entity, not
individual shareholders or directors, and the individual
shareholders or directors cannot presume that corporate counsel
is protecting their interests.” ’ [Citation.]” (De Meo v. Cooley LLP
(2025) 115 Cal.App.5th 17, 30.) “However, in the absence of an
express relationship, in some instances an implied attorney-client
relationship may arise between an attorney and an individual
constituent of the entity that the attorney represents.” (Ibid.)
Although the existence of an attorney-client relationship is a
question of law, “ ‘if the evidence of facts bearing upon this
decision is in conflict, its resolution is to be made by the finder of
fact.’ [Citation.]” (Ibid.) “ ‘When assessing the existence of an
implied attorney-client relationship between a corporate attorney
and the entity’s individual members, the key inquiry is whether
18
“the totality of the circumstances” implies an agreement that the
corporate attorney will not act adversely to the individual
shareholder’s interests with respect to the issues in dispute.’ ”
(Id. at p. 34; see also ibid., fn. 5 [noting courts have applied these
principles to limited liability companies].)
Whether an attorney-client relationship existed between
Law and defendants, based on defendants’ representation of the
NPS entities, raises factual questions. The circumstances of this
case are similar to those in Sprengel and Wittenberg, which also
involved breach of fiduciary duty claims asserted by a member of
a two-member limited liability company against an attorney who
represented the company. (Wittenberg, supra, 50 Cal.App.5th at
pp. 307–310; Sprengel, supra, 241 Cal.App.4th at pp. 144–147.)
As in those cases, a determination of whether an attorney-client
relationship existed between the defendants and Law would
require us to reach the merits of Law’s claims, which we cannot
do at the first step of the anti-SLAPP analysis. (Wittenberg, at
p. 314; Sprengel, at pp. 155–157.) At this stage, it is sufficient
that Law alleged facts that suggest the existence of an implied
attorney-client relationship, and supplied the other elements of
his causes of action for breach of fiduciary duty, aiding and
abetting a breach of fiduciary duty, negligence, and constructive
fraud. (Park, supra, 2 Cal.5th at p. 1063.)
Defendants contend the trial court erred in purportedly
refusing to consider Stanford’s declaration and by accepting the
allegations of the complaint. They argue the court’s analysis was
contrary to Wilson, supra, 7 Cal.5th 871, in which the California
Supreme Court stated that it has never insisted the allegations of
a complaint be accepted as true “in the face of contrary evidence
at the first step,” and “[s]uch conclusive deference would be
19
difficult to reconcile with the statutory admonition that courts
must look beyond the pleadings to consider any party evidentiary
submissions as well.” (Id. at p. 887.) The trial court’s order did
not state or suggest that it refused to consider Stanford’s
declaration. Regardless, Wilson is of limited assistance to
defendants.
In Wilson, the plaintiff asserted discrimination and
retaliation causes of action based on defendant’s personnel
decisions, which plaintiff alleged “were taken for discriminatory
reasons and are therefore unlawful,” and therefore outside the
protection of the anti-SLAPP statute. (Wilson, supra, 7 Cal.5th
at p. 887.) The Supreme Court rejected this argument, as the
discrimination cause of action was “necessarily also based on the
employer’s alleged acts—that is, the various outward
‘manifestations’ of the employer’s alleged wrongful intent . . . .”
(Id. at pp. 886–887.) If those acts were protected, the anti-
SLAPP protections applied regardless of a defendant’s alleged
motivations, “for it is the defendant’s acts that matter.” (Id. at
p. 887.) The court explained that, at the first stage, “the question
is only whether a defendant has made out a prima facie case that
activity underlying a plaintiff’s claims is statutorily protected
[citations], not whether it has shown its acts are ultimately
lawful.” (Id. at p. 888.)
Wilson therefore established that a court need not defer to
a plaintiff’s allegations concerning the defendant’s motives at the
first stage of the anti-SLAPP analysis. It did not suggest that a
court may disregard the allegations concerning the defendant’s
acts that form the basis of the plaintiff’s claims. Here, the
complaint alleged that defendants advised multiple parties whose
interests conflicted without obtaining written consent and placed
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their and Beckman’s financial interests above Law’s. These
activities are not statutorily protected, regardless of defendants’
motives. Moreover, we have considered Stanford’s declaration
and conclude it does not conclusively negate the possibility of an
implied attorney-client relationship between defendants and
Law.6
Defendants argue that Wittenberg is distinguishable
because the plaintiff asserted claims both individually and
derivatively on behalf of the business, which “complicated the
analysis.” Yet, the Wittenberg court considered the individual
claims separately and determined they did not concern protected
conduct. The court noted the defendant’s argument that the
plaintiff’s “individual claims fall into the third PrediWave
category (nonclient claims against an attorney) because she does
not allege an attorney-client relationship with [the defendant
attorney].” (Wittenberg, supra, 50 Cal.App.5th at p. 314.) This
was separate from the argument that the derivative claims were
“illusory.” The court rejected the challenge as to the plaintiff’s
derivative claims and the individual claims, concluding that
“whether Wittenberg sufficiently alleges a derivative claim and
6 The attorney defendant in Wittenberg also submitted a
declaration stating that the plaintiff “was never [his] client.”
(Wittenberg, supra, 50 Cal.App.5th at p. 310.) The court
nevertheless concluded the question of whether Wittenberg
adequately alleged an attorney-client relationship was a merits
question reserved for the second step of the anti-SLAPP analysis.
(Id. at p. 314.) The court cited the portion of Wilson on which
defendants rely and was evidently aware that it could “look
beyond [the] pleadings to [the] parties’ evidentiary submissions
on [the] first anti-SLAPP step.” (Id. at p. 315, citing Wilson,
supra, 7 Cal.5th at p. 887.)
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an attorney-client relationship goes to the claims’ merits, which
is an inquiry reserved for the second step of the anti-SLAPP
analysis.” (Ibid.) We note the court in Sprengel reached the
same conclusion in the absence of any derivative claims.
Defendants contend “Sprengel is distinguishable because
the lawyer defendant there acknowledged that the ‘claims were
“based on the existence of an attorney-client relationship” ’ and
disputed instead the merits of whether that relationship existed.”
Defendants claim that Law’s “allegations . . . state that no
attorney-client relationship existed.” We disagree. The
complaint alleged that defendants breached duties they owed to
Law by engaging in concurrent representation of Beckman and
plaintiffs. Thus, Law claims that an attorney-client relationship
existed between himself and defendants, even if he did not allege
that defendants expressly undertook his representation. The
central dispute is therefore the same as in Sprengel: the merits of
whether an attorney-client relationship actually existed between
the parties. We note that the plaintiff in Sprengel “admit[ted]
she did not enter into an express attorney-client agreement with
any of the defendants,” but “allege[d] that defendants [were]
liable for breaching professional obligations an attorney owes to
his or her clients.” (Sprengel, supra, 241 Cal.App.4th at pp. 151,
150.) These allegations were sufficient to establish that her
claims did not arise from protected activity. (Id. at pp. 155–156.)
The same is true here.7
7 Defendants argue in a footnote that the trial court also
erred in denying their request for judicial notice of the complaint
Law filed against Beckman and others in another action. They
contend it “included relevant admissions from Law that Tonkon
22
In sum, defendants may eventually prevail by proving the
absence of an attorney-client relationship between themselves
and Law, but that does not affect the nature or substance of
Law’s claims. Law’s complaint arises from defendants’ alleged
conduct in breaching duties they owed to Law in the course of
negotiating the release agreement to Beckman’s advantage and
Law’s detriment. This is not protected activity. Since Law’s
claims are “not a challenge to the exercise of protected activity,
the first prong of the anti-SLAPP analysis is not met. Therefore,
there is no occasion to consider the merits of the claim[s].”
(Loanvest I, supra, 235 Cal.App.4th at p. 505.)
Torp represented Beckman, and not him.” Beckman fails to
establish that allegations in a complaint are binding admissions.
(See Barsegian v. Kessler & Kessler (2013) 215 Cal.App.4th 446,
452.) Further, the complaint in the other action alleged that
Beckman “did not engage a competent independent attorney to
undertake the required arms length legal work on behalf of [the
NPS entities] instead he used: [¶] . . . [¶] . . . Darian Stanford of
Tonkon Torp LLP, [Beckman’s] personal attorney with extensive
conflicts.” Thus, it did not allege that Stanford represented
Beckman alone; it alleged that Stanford represented the NPS
entities but was an inappropriate choice because he was also
Beckman’s personal attorney. This allegation is not incompatible
with the claim that Stanford also represented Law. We therefore
agree with the trial court that the allegations of the other
complaint were irrelevant to the anti-SLAPP analysis.
23
DISPOSITION
The trial court order denying the special motion to strike is
affirmed. Law shall recover his costs on appeal.
NOT TO BE PUBLISHED IN THE OFFICIAL
REPORTS
ADAMS, J.
We concur:
EGERTON, Acting P. J.
HANASONO, J.
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