SPM, Inc. v. Corbett & Steelman
Filed 7/16/07 SPM, Inc. v. Corbett & Steelman CA2/7
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.
IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND APPELLATE DISTRICT
Plaintiff and Appellant,
CORBETT & STEELMAN, et al.,
Defendants and Respondents.
(Los Angeles County
Super. Ct. No. BC 323324)
APPEAL from an order of the Superior Court of Los Angeles County. Ronald M. Sohigian, Judge. Affirmed.
Robert G. Klein for Plaintiff and Appellant.
Lewis Brisbois Bisgaard & Smith, Kenneth C. Feldman, Barry Zoller and Ryan P. Garchie for Defendants and Respondents Berger & Norton and Michael M. Berger.
Rutan & Tucker, John B. Hurlbut, Jr. and Gerard M. Mooney, Jr. for Defendants and Respondents Corbett & Steelman, Ken Steelman and Mark Monachino.
Loeb & Loeb, Robert A. Meyer and Daniel J. Friedman for Defendants and Respondents Jeffer, Mangles, Butler & Marmaro, Paul Hamilton and Neil Erickson.
Nemecek & Cole, Michael McCarthy, Matthew J. Hafey, Susan S. Baker and Mark Schaeffer for Defendants and Respondents Ashik Patel, Bharat Patel, Purushottam Patel and PBA, LLC.
Plaintiff SPM, Inc. appeals from an order granting special motions to strike pursuant to the anti-SLAPP statute (Code Civ. Proc.,  425.16). Defendants are Ashik Patel, Bharat Patel, Purushottam Patel and PBA, LLC (Patel Parties); Corbett & Steelman, a law firm, Ken Steelman and Mark Monachino (Corbett Parties); Jeffer, Mangels, Butler & Marmaro, a law firm, Paul Hamilton and Neil Erickson (Jeffer Parties); and Berger & Norton and Michael M. Berger (Berger Parties). Plaintiffs action for malicious prosecution arose out of a cross-complaint filed by the Patel Parties in the underlying action. The other defendants represented the Patel Parties at some stage in the underlying action. Appellant contends the court erred in finding it did not establish a lack of probable cause, malice or damages in the underlying action. We affirm.
FACTUAL AND PROCEDURAL SYNOPSIS
I. The Underlying Action
A. Purchase of the Hotel
In 1995, three entities -- PBA, LLC, KRAD Associates, LLC, and KPOD, Ltd. -- purchased the Carson Hilton Hotel (Hotel) as tenants in common. PBA was composed of two brothers -- Ashik and Bharat Patel. Ashik, Bharat and their father, Purushottam Patel, executed personal guarantees for the $5.3 million acquisition loan made by Allied Capital Commercial Corporation (Allied).
KPOD was controlled by Sailor J. Kennedy, who had been convicted of bank fraud in 1983. Kennedy was a vexatious litigant with a long history of attacking the integrity of judicial officers and attorneys and filing frivolous lawsuits. (See PBA, LLC v. KPOD, Ltd. (2003) 112 Cal.App.4th 965, 974-975.)
In addition to Kennedy, the members of KPOD were appellant SPM and KAC, Inc., Ohio corporations. The sole shareholders of SPM were Patrick Millican, an attorney for Kennedy, and Millicans mother Shirley. Millican incorporated SPM and was its agent. Millican was also a principal in Six East, Ltd., an Ohio entity whose other members included KAC and Timothy OBrien, another Kennedy associate.
B. The Complaint
Soon after the purchase of the Hotel, disputes arose between the Hotel entities and their members, in particular the Patels and Kennedy, regarding the Hotels management. When the disputes began to prevent the effective management of the Hotel, the Patel Parties retained the Corbett Parties to prepare a lawsuit for partition and sale of the Hotel.
On February 24, 1997, the Corbett Parties filed an action on behalf of the Patel Parties against KPOD, KRAD and others for partition of the real property (the Hotel) and for an accounting. The Corbett Parties thereafter filed an application for appointment of a receiver over the Hotel. Judge Michael B. Rutberg (Ret.) appointed a receiver. Judge Jack W. Morgan subsequently ordered partition of the Hotel. The Court of Appeal affirmed the receivership order in an unpublished decision.
C. Patel Cross-complaint
Cross-complaints and counterclaims were filed by a number of Kennedy-related persons and entities, including KPOD and Kennedy himself.
On August 7, 1997, the Jeffer Parties filed a cross-complaint on behalf of the Patel Parties, asserting 18 causes of action against, inter alia, Kennedy, KPOD, Millican, SPM and others. The 8 causes of action asserted against SPM were for fraud, negligent misrepresentation, conversion, breach of fiduciary duty, conspiracy, declaratory relief, indemnity and injunctive relief. The Patel cross-complaint alleged that Kennedy, through several controlled persons and entities, wrongfully seized control of the Hotel, diverted Hotel revenues, and engaged in various related misconduct. The Patels alleged that SPM (among others) was controlled by and was part of a single enterprise headed and utilized by Kennedy to surreptitiously usurp power over the Hotel and its operations, all to the detriment of the Patel Parties.
D. Referees Decision
In May 1998, Judge Frank Domenichini (Ret.), sitting by stipulation as referee, heard a number of accounting and equitable issues between the parties in the underlying action. After eight days of evidentiary hearings, Judge Domenichini issued his final statement of decision in which he validated the primary allegations of the Patel cross-complaint.
Judge Domenichini found that from July 7, 1996, until April 1997, when the receiver was appointed, Kennedy assumed control and operated the Hotel and was the backbone and controlling force behind a number of persons and entities named in the Patel cross-complaint, including KPOD, KAC and Millican; those persons and entities constituted a single enterprise through which Kennedy has wrongfully taken control of the Hotel.
Judge Domenichini also found Kennedy and his controlled persons and entities had diverted Hotel revenues without authorization or knowledge of the Hotel entities or their members. For example, Judge Domenichini found that Kennedy had engaged in a scheme in the purchase of the Hotel to create the illusion for the Hotels mortgagee that the Hotel entities had furnished $900,000 in equity to the Hotel, when in fact no such equity had been furnished. KPOD then (unsuccessfully) sought in the accounting a $900,000 credit for the phantom investment.
Judge Domenichini found a number of other instances in which Kennedy and KPOD diverted Hotel funds, including thousands of dollars in petty cash distributions to Kennedy-affiliated persons and entities and payments by Kennedy to an attorney for work not performed for the Hotel entities. Judge Domenichini also found Kennedy had misappropriated $150,000 which had been deposited by KRAD as earnest money for the purchase of a motel in San Diego.
After accounting for all of Kennedys and KPODs improper diversion of Hotel funds, as well as for the debits and credits of the other Hotel entities, Judge Domenichini assessed appropriate debits from KPODs account of Hotel funds Judge Domenichini found that although KPOD and the Kennedy-controlled entities had arguably breached fiduciary duties to the other Hotel entities, the accounting eliminated any damages accruing to PBA and KRAD.
The trial court (Judge Morgan) adopted Judge Domenichinis decision in its entirety on May 13, 1999.
E. Trial and Appeal
The underlying action was ultimately tried by Judge Kenneth W. Gale. In a reversal of the proceedings to that point, including the Court of Appeals decision affirming the appointment of the receiver, Judge Gale issued a statement of decision in favor of Kennedy and KPOD and against the Patel Parties with respect to the claims asserted between those parties, including finding the receiver had been appointed in bad faith and awarded damages to KPOD. Judge Gale granted a nonsuit motion in favor of SPM.
On appeal, the Patel Parties argued that Judge Gale erred in dismissing SPM because he had excluded admissible evidence pertaining to SPM and ignored Judge Domenichinis findings. In August 2002, the Berger Parties filed a notice of association of counsel on appeal. In October, the Berger Parties and the Jeffer Parties jointly filed a combined reply and cross-respondents brief on behalf of the Patel Parties.
The Court of Appeal affirmed the order of dismissal. However, the Court of Appeal did not find the Patels appeal was frivolous and ordered the parties to bear their own costs and neither SPM nor any other party made a motion for sanctions against the Patel Parties. The Court of Appeal reversed both Judge Gales order overturning Judge Morgans order declaring Kennedy to be a vexatious litigant and Judge Gales finding PBA was liable to KPOD for the appointment of the receiver. The court noted Judge Gale had no authority to make the findings of bad faith as the trial court (Judge Rutberg) had concluded there was good cause for the appointment of the receiver and an appellate court had affirmed the appointment in an unpublished opinion, noting the trial court had found management of this hotel is in a mess. The Court of Appeal stated that having previously litigated the issue of the need for a receiver, and having lost in the trial court and on appeal, KPOD could not litigate the issue for a third time.
F. Related Malicious Prosecution Actions
Beginning in 2000, numerous persons and entities controlled by Kennedy filed malicious prosecution actions against defendants herein based on the filing and prosecution of the Patel cross-complaint.
In 2000, Seaspan, Inc., the former manager of the Hotel, 50 percent of which was owned by Kennedys daughter Irenemarie, filed a malicious prosecution suit against the Patel Parties, the Jeffer Parties, the Corbett Parties and others. In May 2001, Judge James C. Chalfant granted the Jeffer and Patel Parties anti-SLAPP motions concluding they had demonstrated probable cause because Judge Domenichini had found Kennedy controlled the operation of the Hotel, a task for which Seaspan had been formed, and also found Kennedy had a unity of interest with Irenemarie and had used Seaspan to misappropriate revenue from the Hotel, all of which showed a reasonable attorney could have found a tenable basis for filing and prosecuting the cross-complaint against Seaspan. The Court of Appeal affirmed the ruling and rejected Seaspans claim, identical to that raised by SPM herein, that Judge Domenichinis failure to include Seaspan among the members of Kennedys single enterprise showed the cross-complaint lacked probable cause. The Court of Appeal reasoned since Irenemarie was part of the single enterprise and since she was a 50 percent owner and president of Seaspan, [i]t logically follows that Kennedy also assumed control of Seaspan.
In 2002, Kennedy, Millican, KPOD, SPM and others filed a malicious prosecution action against Purushottam Patel, the Jeffer Parties, and the Corbett Parties asserting in part that the appellate brief filed on behalf of Purushottam was devoid of any argument on his behalf. Kennedy and the others dismissed the action.
In October 2004, Timothy OBrien, an adjudicated straw man of Kennedy, filed a malicious prosecution action against the Patel Parties, the Jeffer Parties, the Corbett Parties, the Berger Parties and others. Judge Mary Ann Murphy granted the anti-SLAPP motions of the Jeffer and Berger Parties, finding they had made an overwhelming showing of probable cause to file and prosecute the Patel cross-complaint against OBrien.
II. Current Action
On October 21, 2004, SPM filed a complaint for malicious prosecution against respondents and others.
On May 11, 2005, the Jeffer Parties filed their special motion to strike, arguing SPM could not meet its burden of establishing by admissible evidence the malicious prosecution elements of lack of probable cause, malice, or damages. The Jeffer Parties motion included a declaration detailing the Kennedy-Millican nexus. The Corbett Parties, the Patel Parties and the Berger Parties also filed special motions to strike (and various joinder motions).
SPMs opposition to the special motions included declarations from Millican (a member of the Kennedy-controlled single enterprise and SPMs president, director and 50 percent shareholder) and his mother Shirley (the other director, 50 percent shareholder and vice president of SPM). Neither Millican nor his mother made any claims in their declarations that any of the cross-complainants acted with malice.
After a hearing on the motions, the court found SPMs malicious prosecution action fell within the anti-SLAPP statute and ruled: The record reflects that [SPM] has not established as to any defendant/movant: (a) lack of probable cause in connection with any aspect of the underlying case, (b) the element of malice in connection with any aspect of the underlying case, and/or (c) that [SPM] sustained damages legally caused by any act or omission of movants/defendants in connection with any aspect of the underlying case.
The court entered its order granting the four motions to strike the complaint on June 3, 2005. SPM filed a timely notice of appeal from the order.
A. The Anti-SLAPP Statute
Section 425.16 provides a procedural remedy to a party who perceives that an action qualifies as a strategic lawsuit against public participation (SLAPP). (Ingels v. Westwood One Broadcasting Services, Inc. (2005) 129 Cal.App.4th 1050, 1061.) First, the moving party has to establish the challenged claims arise from acts of the moving party taken to further the moving partys right of free speech or petition in connection with a public issue; second, the burden then shifts to the opposing party to demonstrate the probability it will prevail on its claim. (Ibid.) Appellant concedes its action for malicious prosecution falls within the ambit of the anti-SLAPP statute. (See Jarrow Formulas, Inc. v. LaMarche (2003) 31 Cal.4th 728, 741.) Thus, the issue presented to this court is whether appellant established the probability it would prevail on the merits of its action.
To satisfy this prong [of the probability of prevailing on the merits], the plaintiff must state and substantiate a legally sufficient claim. Put another way, the plaintiff must demonstrate that the complaint is both legally sufficient and supported by a sufficient prima facie showing of facts to sustain a favorable judgment if the evidence submitted by the plaintiff is credited. (Citation omitted.) (Jarrow Formulas, Inc. v. LaMarche, supra, 31 Cal.4th at p. 741.)
In opposing an anti-SLAPP motion, the plaintiff cannot rely on the allegations of the complaint, but must produce evidence that would be admissible at trial. Thus, declarations may not be based upon information and belief and documents submitted without the proper foundation are not to be considered.  The court considers the pleadings and evidence submitted by both sides, but does not weigh credibility or compare the weight of the evidence. Rather, the courts responsibility is to accept as true the evidence favorable to the plaintiff and evaluate the defendants evidence only to determine if it has defeated that submitted by the plaintiff as a matter of law. The trial court merely determines whether a prima facie showing has been made that would warrant the claim going forward. (Citations omitted.) (HMS Capital, Inc. v. Lawyers Title Co. (2004) 118 Cal.App.4th 204, 212.)
We review the trial courts rulings on an anti-SLAPP motion de novo, conducting an independent review of the entire record. (HMS Capital, Inc. v. Lawyers Title Co., supra, 118 Cal.App.4th at p. 212.)
B. Malicious Prosecution
In an action for malicious prosecution, the plaintiff must establish that the prior underlying action (1) was commenced by or at the direction of the defendant, or the defendant continued to prosecute it after discovering it lacked probable cause, and it was pursued to a legal termination in plaintiffs favor; (2) was brought without probable cause; and (3) was initiated with malice. (HMS Capital, Inc. v. Lawyers Title Co., supra, 118 Cal.App.4th at p. 213.) Moreover, the malicious prosecution plaintiff must prove resulting damage by way of attorneys fees incurred in defense, mental distress, and/or injury to reputation or social standing. (Harbor Ins. Co. v. Central National Ins. Co. (1985) 165 Cal.App.3d 1029, 1036.) The element of favorable termination is not at issue in this case. The trial court found appellant had not established the lack of probable cause, malice or damages.
II. Probable Cause
The evaluation of probable cause requires an objective determination of the reasonableness of the pursuit of the underlying lawsuit. That is, whether, on the basis of the facts known to [the party bringing the action], the institution and prosecution of the cross-action was legally tenable. We consider whether any reasonable attorney would have thought the claim tenable. This rather lenient standard for bringing a civil action reflects the important public policy of avoiding the chilling of novel or debatable legal claims. A litigant or attorney who possesses competent evidence to substantiate a legally cognizable claim for relief does not act tortiously by bringing the claim, even if also aware of evidence that will weigh against the claim. Plaintiffs and their attorneys are not required, on penalty of tort liability, to attempt to predict how a trier of fact will weigh the competing evidence, or to abandon their claim if they think it likely the evidence will ultimately weigh against them. They have the right to bring a claim they think unlikely to succeed, so long as it is arguably meritorious. . . . The reasonableness of counsels persistence is, of course, a question of law to be decided on a case-by-case basis. (Citations omitted; original italics.) (Marijanovic v. Gray, York & Duffy (2006) 137 Cal.App.4th 1262, 1271.)
The court determines as a question of law whether there was probable cause to bring the maliciously prosecuted suit. Probable cause is present unless any reasonable attorney would agree that the action is totally and completely without merit. . . .  . . . . Suits which all reasonable lawyers agree totally lack merit--that is, those which lack probable cause--are the least meritorious of all meritless suits. Only this subgroup of meritless suits present no probable cause. (Citation omitted; italics deleted.) (Roberts v. Sentry Life Insurance (1999) 76 Cal.App.4th 375, 382.)
Appellant contends it established respondents did not have probable cause to prosecute the Patel cross-complaint. For the most part, appellant simply lists facts it claims supports that position. Other than some argument directed at Purushottam and the Patels, appellant does not address the other respondents individually.
Respondents contend Judge Domenichinis decision established probable cause to bring the Patels cross-complaint under the interim adverse judgment rule. (See Vanzant v. DaimlerChrysler Corp. (2002) 96 Cal.App.4th 1283, 1289-1290 disapproved on another point in Zamos v. Stroud (2004) 32 Cal.4th 958, 973.)
It is the law in California that a plaintiffs victory at trial (unless it is obtained by means of fraud or perjury) will act as conclusive proof that there was probable cause for the plaintiff to file the suit, and will thus preclude a cause of action by the defendant for malicious prosecution, even if the victory is reversed by a trial court (such as by entry of a judgment notwithstanding the verdict) or an appellate court. The rationale is that approval by the trier of fact, after a full adversary hearing, sufficiently demonstrates that an action was legally tenable[;] success at trial shows that the suit was not among the least meritorious of meritless suits, those which are totally meritless and thus lack probable cause.  This conclusive presumption based on a plaintiffs victory in the trial court in an underlying action is not limited to a judgment in the plaintiffs favor following a trial in that action. Thus, where an interim determination in the underlying action has the effect of demonstrating that a suit is not totally and completely without merit, it will have the effect of establishing probable cause to bring the suit. (Citations omitted; original italics.) (Bergman v. Drum (2005) 129 Cal.App.4th 11, 21-22.)
Appellant argues it presented admissible evidence that no probable cause existed for respondents to continue prosecuting the cross-compliant after the court adopted Judge Domenichinis findings in May 1999. In essence, after eight days of evidentiary hearings, Judge Domenichini found Kennedy controlled a single enterprise which had wrongfully taken control of the Hotel and misappropriated funds from the Hotel; the gravamen of the Patels cross-complaint. Appellant acknowledges the Patel cross-complaint was predicated on appellant being liable under an alter ego and/or single enterprise theory. Based on Judge Domenichinis finding that: Sailor Kennedy, Irenemarie Kennedy, Kennecorp, M&B Partners, KAC, Inc., Bonnie Kennedy, KAC, KPOD, and Millican, constituted a single enterprise throughout the acquisition, operation and sale of the Hotel, appellant posits that respondents knew they had no tenable cause of action based on the alter ego/single enterprise theory because SPM had not been found to be an alter ego or in the single enterprise and the stipulation to appoint a referee to hear the accounting issues precluded relitigating that issue. Appellant does not argue it would not be liable if it was part of the Kennedy single enterprise.
Even though the stipulation provided the parties waived any right to a jury trial, if any, with respect to the factual issues that are the subject of this Stipulation, it also provided the parties agreed the court could redetermine any accounting or equitable issues pursuant to this Stipulation which the court deems necessary on a de novo basis. (Italics deleted.)
During the proceedings in the Seaspan malicious prosecution action, the trial court and appellate court addressed the same issue of an entity which was not specifically named as being part of the single enterprise by Judge Domenichini. The courts determined Seaspan was a member of the Kennedy-controlled single enterprise. The Court of Appeal reasoned that because Irenemarie was part of the single enterprise, a 50 percent owner and president of Seaspan [i]t logically follows that Kennedy also assumed control of Seaspan. The same reasoning applies here as Millican was named as part of the single enterprise, he incorporated SPM, was a 50 percent owner and president of SPM. Moreover, SPM was a member of KPOD, and Judge Domenichini found, among other things, KPOD was responsible for wrongfully usurping control of the Hotel and involved in misappropriation of Hotel funds. Thus, SPM was part of the Kennedy-controlled single enterprise.
Appellant complains respondents continued to improperly prosecute the cross-complaint after the court granted nonsuit in appellants favor because Paul Hamilton (of the Jeffer Parties) consented to the nonsuit. Respondents claim Hamilton did not consent to the nonsuit. After the court granted nonsuit in favor of several parties, Hamilton stated: I believe nonsuit is inappropriate for -- to release any of the persons, except Timothy OBrien and SPM, Inc., which I was going to offer to dismiss. Hamilton did not stipulate to entry of the nonsuit. To the extent his comment can be considered consent, it does not negate the probable cause indicated by Judge Domenichinis findings. In addition, the Patels challenged that ruling on appeal arguing the court had failed to take into account Judge Domenichinis findings of wrongdoing. Even though the Court of Appeal affirmed the dismissal, it did not find the appeal was frivolous, instead ordering each side to bear its own costs, and no party sought sanctions. (See Millennium Corporate Solutions v. Peckinpaugh (2005) 126 Cal.App.4th 352, 360 [indicating the standard for a frivolous appeal is nearly identical to the standard for the lack of probable cause.].)
Appellant asserts Purushottam had no tenable cause of action as he had no ownership interest in the Hotel. In addition, appellant argues Purushottam lacked probable cause to prosecute his claims as they were based solely on the guarantee he signed for the Hotel loan and that his claims no longer existed after the guarantee was paid off. However, appellant adduced no evidence the guarantee was paid off. Appellant cites no legal authority for its assertion Purushottam had no tenable cause of action nor analyzes why Purushottam had no viable cause of action as a guarantor. (See MST Farms v. C. G. 1464 (1988) 204 Cal.App.3d 304, 306 [This court is not required to discuss or consider points which are not argued or which are not supported by citation to authorities or the record.]; Guthrey v. State of California (1998) 63 Cal.App.4th 1108, 1116 [We will not develop the appellants arguments for them.].)
A reasonable attorney could conclude that but for Kennedys misrepresentations, Purushottam would not have executed his personal guarantee. Moreover, in its cross-complaint in the underlying action, KPOD alleged Purushottam was part of a conspiracy against Kennedy and sought $10 million in damages against Purushottam and others. In addition, Allied filed a suit against Purushottam and others based on their personal guarantees claiming its loan went into default; fees and costs incurred in defending against Allieds suit are possibly compensable damages resulting from the wrongful conduct of the Kennedy single enterprise. (6 Witkin, Summary of Cal. Law (10th ed. 2005) Torts, 1656, pp. 1173-1175.)
In sum, Judge Domenichinis decision (and the trial courts adoption of it) shows the Patel cross-complaint was not completely without merit, meaning a reasonable attorney could conclude it was a tenable action. Accordingly, respondents had probable cause to file and continue to prosecute the Patel cross-complaint. Thus, the court properly granted the anti-SLAPP motions.
We need not address whether or not appellant could make a prima facie showing of malice and damages. Appellants request to vacate all awards of attorneys fees and costs is based on its position it established a prima facie case of malicious prosecution. As we conclude appellant did not make such a showing, we will not vacate those awards. In addition, respondents are entitled to attorneys fees on appeal, the amount of which shall be determined by the trial court. ( 425.16, subd. (c); Dove Audio, Inc. v. Rosenfeld, Meyer & Susman (1996) 47 Cal.App.4th 777, 785.)
The order is affirmed. Respondents to recover costs and attorneys fees, the amount of which shall be determined by the trial court.
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
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 All statutory references are to the Code of Civil Procedure.
 During the proceedings, Kennedy incessantly pressed for the removal of judges who did not rule in his favor. Judges Rutberg and Morgan recused themselves after Kennedy filed a barrage of harshly worded recusal motions, five against Judge Morgan alone, attacking their competence and integrity.
 Technically, a motion for judgment as it was a court trial. ( 631.8.)
 The Jeffer Parties claim Kennedys son also filed a malicious prosecution lawsuit in October 2004; however, that complaint is not included in the record on appeal.
 The only evidence of malice was a paragraph in Millicans declaration that: The animosity from the Patels toward Sailor Kennedy was obvious at all stages of the litigation. Prior to the trial of the underlying case, I Patrick R. Millican had to step in between Sailor Kennedy and Bharat Patel outside the courthouse because they were going to fight. The court sustained an objection to that paragraph.
 Appellant contends the court erred by striking the complaint as to defendants who did not file anti-SLAPP motions. The order in the record only struck the complaint as to respondents herein, no other defendants were named in the order.
 Though noted by appellant, we attach no significance to the fact a couple of times in briefs, respondents included SPM as one of the entities named by Judge Domenichini as part of the single enterprise.