Singh v. Molnar CA2/7 ( 2021 )

Filed 4/30/21 Singh v. Molnar CA2/7
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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND APPELLATE DISTRICT
DIVISION SEVEN
JASBIR SINGH, B303366
Plaintiff and Appellant, (Los Angeles County
Super. Ct. No. BC519223)
v.
CHRISTIAN S. MOLNAR,
Defendant and Respondent.
APPEAL from a postjudgment order of the Superior Court
of Los Angeles County, Teresa A. Beaudet, Judge. Affirmed.
Betty Agawa and Ronald Wolfgang Betty for Plaintiff and
Appellant.
Murphy Pearson Bradley & Feeney, Michael P. Bradley
and Jeff C. Hsu for Defendant and Respondent.
__________________________
Jasbir Singh appeals from a postjudgment order awarding
Christian S. Molnar $1,232,735 in attorneys’ fees, including
$625,990 for work performed by the law firm of Murphy Pearson
Bradley & Feeney (MPBF). In the underlying action, Singh sued
Molnar, his former attorney, for conversion, legal malpractice,
and related claims after Molnar took possession of a vehicle
offered to Singh in a settlement and credited Singh for the
market value of the vehicle as an offset against unpaid attorneys’
fees invoices. Molnar filed a cross-complaint to recover more
than $200,000 in unpaid fees. The trial court entered judgment
for Molnar on all claims and cross-claims, and we affirmed.
(Singh v. Molnar (April 30, 2021, B297036) [nonpub. opn.]
(Singh I).)
In this appeal, Singh contends the trial court erred in
awarding fees for MPBF’s work because Molnar was not entitled
under the attorney fee provision in the parties’ retainer
agreement to recover for fees expended as to Singh’s tort claims.
We conclude the broadly-worded attorney fee provision supports
recovery of fees for Molnar’s defense of all claims, and affirm.
2
FACTUAL AND PROCEDURAL BACKGROUND1
A. The Legal Services Agreement, Settlement, and Transfer of
the Vehicle to Molnar
Singh owned and operated restaurants in Los Angeles and
leased space to other restaurateurs.2 Beginning in 2007 and
continuing until March 2013, Singh retained Molnar as his
lawyer for a variety of legal matters, including two lawsuits
involving Singh’s tenant, Sumant Pardal.
Molnar’s representation of Singh in connection with the
Pardal lawsuits was governed by an Agreement for Legal
Services executed by the parties on October 18, 2012 (the legal
services agreement). Paragraph 18 of the agreement provided, “If
any party hereto brings an action to enforce the terms hereof or
to declare such party’s rights hereunder, . . . the prevailing party
in any such action, on trial or appeal, shall be entitled to all of its
reasonable attorneys’ fees, to be paid by the losing party, without
any limitation by . . . the [c]ourt’s schedule of fees.”
The Pardal lawsuits were settled at a one-day mediation on
February 27, 2013 at which Molnar represented Singh. The
resulting settlement agreement required Pardal to make a series
1 The underlying facts and proceedings leading up to the
judgment are discussed in greater detail in Singh I, supra,
B297036.
2 Singh, his wife, and several business entities owned by
them were plaintiffs in the underlying action, and the trial
court’s final order required several of the plaintiffs to pay
attorneys’ fees, but only Singh appeals from the award. For
simplicity, we refer to Singh and the related parties collectively
as Singh.
3
of payments to Singh and also to transfer his 2003 Mercedes
Benz S430 (the vehicle) to Singh by providing the vehicle to
Molnar. As we explained in Singh I, supra, B297036, the
primary dispute in the underlying action was whether Singh and
Molnar reached an oral agreement on the day of the mediation
for Molnar to keep Pardal’s vehicle as payment toward the
attorneys’ fees Singh owed Molnar, or whether Molnar converted
the vehicle. On March 18, 2013 Singh terminated Molnar as his
lawyer and demanded Molnar deliver the vehicle to him. Molnar
refused, writing, “[Y]ou gave me the car as a partial payment for
your outstanding legal fees and invoices in the Pardal matter, in
fact, it was your idea . . . .” (Italics removed.) Singh responded,
“I never agreed to give you a car as a partial payment or a
payment in trade or any of the [Kelley] [B]lue [B]ook value. I was
disputing [all] your . . . bills.” Molnar credited Singh $12,827 for
the vehicle as an offset to outstanding attorneys’ fees owed under
the legal services agreement.
B. The Complaint, Cross-complaint, and Pretrial Proceedings
Singh filed this action on August 22, 2013 against Molnar
and Stephanie Chan, an associate attorney at Molnar’s law firm.
Singh’s operative first amended complaint, filed on July 23, 2014,
alleged 12 causes of action: (1) accounting; (2) breach of oral
contract; (3) breach of written contract; (4) breach of fiduciary
duty; (5) constructive trust; (6) conversion; (7) declaratory relief;
(8) fraud and deceit; (9) equitable indemnification; (10) negligent
misrepresentation; (11) legal malpractice; and (12) civil extortion.
Singh’s second cause of action for breach of contract alleged
breach of the legal services agreement and that the breach was
based on Molnar’s conversion of the car. The breach of fiduciary
4
duty claim similarly was based on Molnar’s conversion of the
vehicle. The declaratory relief claim sought a declaration
whether Singh owed Molnar “any money, or whether [Molnar]
owe[d] [Singh] money when his damages are offset against the
balance due on the [legal services agreement].” Beginning in
March 2014 MPBF represented Molnar and Chan in their
defense of the action.
On August 29, 2014 Molnar filed a cross-complaint
asserting more than 20 causes of action, seeking payment for
legal services, enforcement of a charging lien based on the legal
services agreement, and damages.3 MPBF did not represent
Molnar on his cross-claims. From March 2014 through
January 2017 Molnar was represented by Joseph C. Cane, Jr.,
and later by Kevin S. Conlogue.
On December 12, 2014 the trial court sustained Molnar and
Chan’s demurrer to Singh’s causes of action for constructive trust
and equitable indemnification. On January 31, 2017 the court
granted summary judgment in favor of Chan and summary
adjudication in favor of Molnar as to all of Singh’s claims except
conversion and declaratory relief. The court also allowed Singh’s
claims for breach of oral contract, breach of fiduciary duty, and
legal malpractice to proceed to the extent they were premised on
Molnar’s alleged conversion of the vehicle.
3 On April 1, 2014 Molnar filed a separate limited action
against Singh asserting numerous claims for payment for legal
fees and costs in other smaller matters. (Molnar v. Singh
(Super. Ct. L.A. County, 2014, No. SC122329).) That action was
consolidated with the present action for trial.
5
C. The Bifurcated Bench Trial
On June 30, 2017 the parties entered a stipulation to try all
remaining causes of action asserted by both parties as a bench
trial and to bifurcate the trial into two phases. The first phase of
trial addressed whether the legal services agreement was valid.
The court in its March 7, 2018 statement of decision ruled the
agreement was valid and enforceable.
The second phase of the trial addressed Singh’s and
Molnar’s claims. The trial proceeded over 11 days in June and
July 2018 and included testimony from nine lay witnesses and
two experts. The primary subject of the witness testimony was
whether Singh and Molnar agreed Molnar would keep Pardal’s
vehicle as payment for legal services.4
On January 22, 2019 the trial court issued an 11-page
statement of decision addressing Singh’s conversion-related
claims. The court found Singh and Molnar had an oral
agreement to transfer Pardal’s car to Molnar to offset Molnar’s
attorneys’ fees, and accordingly Molnar did not convert the
vehicle when he took possession and registered it in his own
name. Because there was no conversion, the court found Singh
did not prevail on his remaining causes of action for breach of
oral contract, breach of fiduciary duty, legal malpractice, and
declaratory relief, all of which were predicated on Molnar’s
conversion of the vehicle.
4 The expert witnesses’ testimony was limited to whether the
parties’ agreement to exchange the vehicle for fees violated
former rule 3-300 of the State Bar Rules of Professional Conduct
regulating business transactions between attorneys and their
clients.
6
On March 22, 2019 the trial court issued a 16-page
statement of decision addressing Molnar’s cross-claims to recover
his fees. The court awarded Molnar $214,606 plus interest based
on fees owed under the legal services agreement, with an offset of
$2,173.5
On May 7, 2019 the trial court entered judgment in favor of
Molnar. Singh appealed from the judgment as to his conversion-
based claims, and we affirmed in Singh I, supra, B297036. Singh
did not appeal the court’s rulings on summary judgment, phase
one of the trial, or the phase two ruling on Molnar’s cross-claims.
D. Molnar’s Motion for Attorneys’ Fees
On March 24, 2019 Molnar filed a motion for attorneys’ fees
and costs pursuant to Civil Code section 1717 (section 1717) and
Code of Civil Procedure sections 1032 and 1033.5. Molnar argued
he was the prevailing party on all claims and cross-claims and
therefore was entitled to recover his fees under the legal services
agreement. Molnar sought $1,640,790 in attorneys’ fees plus
$66,375 in costs. Of the requested fees, $632,470 related to work
performed by MPBF defending Molnar and Chan with respect to
Singh’s claims.
In his opposition, Singh argued the fees Molnar sought in
connection with his cross-claims were unreasonable and
excessive; Molnar improperly sought to recover fees for lawyers
5 The trial court reduced the damages by $2,173 because it
found Molnar should have credited Singh $15,000 for the
vehicle—the amount stated on a bill of sale prepared by Pardal’s
lawyer—and not $12,827, the amount Molnar claimed was the
car’s private party resale value in the Kelley Blue Book
automotive pricing guide.
7
who worked at his own law firm; and the fees incurred for the
defense of Singh’s legal malpractice claims6 should be disallowed
because they were not “on a contract” as required by section 1717.
Following multiple rounds of supplemental briefing and
two hearings, on September 27, 2019 the trial court issued its
tentative order to award Molnar $625,990 for MPBF’s work
defending against Singh’s claims, explaining, “‘[T]he pivotal point
in the analysis whether a prevailing party is entitled to recover
contractual attorney fees for defending against a competing
noncontractual claim (when the language of the agreement does
not encompass noncontractual claims or is ambiguous) is not
whether the fees can be apportioned between the theories but
whether a defense against the noncontractual claim is necessary
to succeed on the contractual claim.’ ([Siligo v. Castellucci (1994)
21 Cal.App.4th 873,] 879.)” Further, “the defense of the legal
malpractice claims was necessary to succeed on the breach of
contract,” and the associated attorneys’ fees were thus fees
incurred “‘in defending against a challenge to the underlying
validity of the obligation.’” The court reduced Cane’s hourly rate,
made other reductions in the billed time, and disallowed the time
spent by attorneys at Molnar’s law firm. The court ordered the
6 The parties refer to Singh’s affirmative claims, all of which
arose from Molnar’s taking of the vehicle, collectively as legal
malpractice claims despite the trial court’s focus at trial on
Singh’s claims for conversion and breach of fiduciary duty. The
fees incurred by MPBF were for Molnar’s defense as to all of
Singh’s contract and tort claims, and MPBF did not allocate its
fees among Singh’s claims. Further, Singh does not argue on
appeal his malpractice claim was based on anything other than
the taking of the vehicle. We therefore focus our analysis on the
fees incurred to defend against Singh’s tort claims generally.
8
parties to prepare a joint proposed order with dollar amounts
based on the court’s adjustments.
On November 1, 2019 the court entered an order granting
the attorneys fees’ motion and awarding $1,232,735 in attorneys’
fees, including $625,990 for MPBF’s work. Singh timely
appealed.7
DISCUSSION
A. Governing Law and Standard of Review
“With regard to an award of attorney fees in litigation,
California generally follows what is commonly referred to as the
‘American Rule’, which provides that each party to a lawsuit
must ordinarily pay his or her own attorney fees.” (Tract 19051
Homeowners Assn. v. Kemp (2015) 60 Cal.4th 1135, 1142; accord,
Mountain Air Enterprises, LLC v. Sundowner Towers, LLC (2017)
3 Cal.5th 744, 751 (Mountain Air).) This rule is codified in Code
of Civil Procedure section 1021,8 but that section also “permits
parties to ‘“contract out” of the American rule’ by executing an
agreement that allocates attorney fees.” (Mountain Air, at p. 751;
accord, R.W.L. Enterprises v. Oldcastle, Inc. (2017)
17 Cal.App.5th 1019, 1025.) “‘“Parties may validly agree that the
prevailing party will be awarded attorney fees incurred in any
7 On appeal, Singh only challenges the award of $625,990 for
MPBF’s work defending against Singh’s claims.
8 Code of Civil Procedure section 1021 provides in relevant
part, “Except as attorney’s fees are specifically provided for by
statute, the measure and mode of compensation of attorneys and
counselors at law is left to the agreement, express or implied, of
the parties . . . .”
9
litigation between themselves, whether such litigation sounds in
tort or in contract.”’” (Mountain Air, at p. 751.) Contracting
parties may also “limit the recovery of fees only to claims arising
from certain transactions or events, or award them only on
certain types of claims.” (Brown Bark III, L.P. v. Haver (2013)
219 Cal.App.4th 809, 818 (Brown Bark).)
“‘“On review of an award of attorney fees after trial, the
normal standard of review is abuse of discretion. However, de
novo review of such a trial court order is warranted where the
determination of whether the criteria for an award of attorney
fees and costs in this context have been satisfied amounts to
statutory construction and a question of law.”’ [Citations.] In
other words, ‘it is a discretionary trial court decision on the
propriety or amount of statutory attorney fees to be awarded, but
a determination of the legal basis for an attorney fee award is a
question of law to be reviewed de novo.’” (Mountain Air, supra,
3 Cal.5th at p. 751; accord, Orozco v. WPV San Jose, LLC (2019)
36 Cal.App.5th 375, 407; see Eden Township Healthcare Dist. v.
Eden Medical Center (2013) 220 Cal.App.4th 418, 425 [“‘On
appeal this court reviews a determination of the legal basis for an
award of attorney fees de novo as a question of law.’”].)
In deciding the scope of an attorney fee provision, we apply
traditional rules of contract interpretation. (Mountain Air,
supra, 3 Cal.5th at p. 752; accord, Orozco v. WPV San Jose, LLC,
supra, 36 Cal.App.5th at p. 407.) “Our initial inquiry is confined
to the writing alone. [Citations.] ‘“The ‘clear and explicit’
meaning of these provisions, interpreted in their ‘ordinary and
popular sense,’ unless ‘used by the parties in a technical sense or
a special meaning is given to them by usage’ [citation], controls
judicial interpretation. [Citation.] Thus, if the meaning a
10
layperson would ascribe to contract language is not ambiguous,
we apply that meaning. [Citations.]”’ [Citations.] At the same
time, we also recognize the ‘interpretational principle that a
contract must be understood with reference to the circumstances
under which it was made and the matter to which it relates.’”
(Mountain Air, at p. 752; accord, Xuereb v. Marcus & Millichap,
Inc. (1992) 3 Cal.App.4th 1338, 1342 (Xuereb).)
Neither party has presented extrinsic evidence to interpret
the legal services agreement. Because Singh raises on appeal
only the scope of the legal services agreement and the question of
law whether Molnar can recover fees expended in defending
against tort claims, we apply a de novo standard of review.
(Mountain Air, supra, 3 Cal.5th at p. 752.)
B. Section 1717 Does Not Limit the Availability of Fees Under
the Legal Services Agreement
Section 1717, subdivision (a), provides in relevant part, “In
any action on a contract, where the contract specifically provides
that attorney’s fees and costs, which are incurred to enforce that
contract, shall be awarded either to one of the parties or to the
prevailing party, then the party who is determined to be the
party prevailing on the contract, whether he or she is the party
specified in the contract or not, shall be entitled to reasonable
attorney’s fees in addition to other costs.” Singh contends his tort
claims did not constitute an action “on a contract” within the
meaning of section 1717, and therefore, the trial court erred in
awarding Molnar the fees incurred by MPBF in defending
against the claims. Contrary to Singh’s contention, section 1717
does not prevent parties from contracting to allow for the
11
recovery of attorneys’ fees in actions sounding in tort, as the
parties did here.
When section 1717 applies, its “‘only effect is to make an
otherwise unilateral right to attorney fees reciprocally binding
upon all parties to actions to enforce the contract.’” (Brown Bark,
supra, 219 Cal.App.4th at p. 820; see Santisas v. Goodin (1998)
17 Cal.4th 599, 610 [“The primary purpose of section 1717 is to
ensure mutuality of remedy for attorney fee claims under
contractual attorney fee provisions.”].) Generally, “[t]ort and
other noncontract claims are not subject to section 1717 and its
reciprocity principles.” (Brown Bark, at p. 820.) However,
section 1717 does not limit an award of fees otherwise available
under an agreement. As the Brown Bark court explained,
“parties to a contract are free to agree that one or more of them
shall recover their attorney fees if they prevail on a tort or other
noncontract claim, but the right to recover those fees depends
solely on the contractual language.” (Brown Bark, at p. 820;
accord, Siligo v. Castellucci, supra, 21 Cal.App.4th at p. 877
(Siligo) [“section 1717 does not independently bar an award for
attorney fees in a tort action”]; Xuereb, supra, 3 Cal.App.4th at
p. 1342 [“Because of its more limited scope . . . section 1717
cannot be said to supersede or limit the broad right of parties
pursuant to Code of Civil Procedure section 1021 to make
attorney fees agreements.”]; see Santisas, at p. 617 [rejecting
plaintiffs’ argument “that attorney fees due under a contractual
attorney fee provision may be recovered as costs only when
expressly allowed under the terms of section 1717”] italics
omitted.)
Here, the attorney fee provision of the legal services
agreement is reciprocal, providing that the “prevailing party”
12
may recover fees incurred in an action brought by “any party.”
The pertinent inquiry, therefore, is not whether Singh’s tort
claims constitute an action “on the contract,” but whether the
scope of the legal services agreement covers the fees incurred by
Molnar in defending against those claims. (Brown Bark, supra,
219 Cal.App.4th at p. 820.) It does.
C. The Attorney Fee Provision in the Legal Services Agreement
Applies to Molnar’s Defense of Singh’s Tort Claims
As discussed, the attorney fee provision in the legal
services agreement provided for the prevailing party to recover
reasonable attorneys’ fees in “an action to enforce the terms
hereof or to declare such party’s rights hereunder . . . .” Singh
contends this provision should be read narrowly to apply only to
Molnar’s cross-claims to enforce the agreement, arguing Singh’s
legal malpractice claim based on conversion of the vehicle “had no
bearing on Molnar’s fee collection cross-complaint.” Singh also
argues based on language from Siligo, supra, 21 Cal.App.4th at
pages 878-879 that Molnar’s conversion of the vehicle “was
neither ‘necessary to succeed on the contractual claim’ nor an
‘integral part[] of the same transaction.’” Neither contention has
merit.
Parties have a right to enter into agreements for attorneys’
fees that provide for recovery of fees in actions sounding in tort as
well as contract. (Mountain Air, supra, 3 Cal.5th at p. 751;
Santisas, supra, 17 Cal.4th at p. 608; Brown Bark, supra,
219 Cal.App.4th at p. 820; Siligo, supra, 21 Cal.App.4th at
pp. 878-879.) In arguing his tort claims are outside the scope of
the attorney fee provision in the legal services agreement, Singh
focuses on the narrow language allowing the prevailing party to
13
recover fees in “an action to enforce the terms” of the agreement,
while ignoring the language allowing the recovery of fees in an
action by a party “to declare such party’s rights” under the
agreement. It is the latter language that allowed for Molnar’s
recovery of attorneys’ fees in this case.
GoTek Energy, Inc. v. SoCal IP Law Group, LLP (2016)
3 Cal.App.5th 1240 (GoTek), relied on by Molnar, involved a
similarly broadly-worded provision in a retainer agreement,
which provided, “‘In the event there is any dispute between us
relating to this agreement, the prevailing party to any litigation
or arbitration shall be awarded its reasonable attorneys fees and
costs.’” (Id. at pp. 1248-1249.) The Court of Appeal concluded the
patent attorneys who initially represented the plaintiff were
entitled to recover their attorneys’ fees in successfully defending
against a legal malpractice action alleging they failed timely to
file for patent rights. (Id. at p. 1243-1244.) The court reasoned
the malpractice action arose from a dispute relating to the
retainer agreement because the agreement provided for the
patent attorneys to determine a patent strategy, and thus the
failure to obtain a patent “constitute[d] a ‘dispute’ between the
parties ‘relating to’ the Agreement.” (Id. at p. 1250; see Xuereb,
supra, 3 Cal.App.4th at pp. 1340, 1343-1344 [plaintiffs were
entitled to recover attorneys’ fees for fraud and related claims
under attorney fee provision in purchase agreement that
provided for recovery of fees “[i]f this Agreement gives rise to a
lawsuit or other legal proceeding between any of the parties”
because the alleged fraud arose out of purchase transaction].)
As in GoTek and Xuereb, Singh’s conversion and related
tort claims fell within the scope of the attorney fee provision
because, as alleged in his declaratory relief claim, Singh sought a
14
declaration of whether Singh owed Molnar any money under the
legal services agreement, or whether Molnar owed Singh any
money after taking an offset for fees owed. Whether any money
was owed—by Singh or Molnar—required determination of
Singh’s tort claims. Singh’s breach of contract claim likewise
depended on a determination of Singh’s conversion claim, because
conversion constituted the alleged breach. The remaining claims
for legal malpractice and breach of fiduciary duty involved the
same allegation that Molnar converted the vehicle. Thus, Singh’s
affirmative claims sought to “declare [Singh’s] rights” under the
legal services agreement. (See Siligo, supra, 21 Cal.App.4th at
pp. 877, fn. 2, 880 [seller of business assets was entitled to
recover his attorneys’ fees under agreements providing for
attorneys’ fees in action “to interpret or enforce this Agreement”
where seller “was required to defend against fraud in order to
succeed on his complaint to enforce the agreements”]; Finalco,
Inc. v. Roosevelt (1991) 235 Cal.App.3d 1301, 1307 [promissory
note holder’s defense on cross-claims “was not ‘incidental’ to the
prosecution of its cross-complaint to recover on the note. . . . Not
only was [it] obliged to file a complaint to recover on the note, it
was obliged to defend against [borrower’s] allegations of
securities fraud in order to succeed on its complaint.”].)
The parties’ contemporaneous communications about the
vehicle underscore that their disagreement over the vehicle was
directly related to their fees dispute under the legal services
agreement. In response to Singh’s demand that Molnar return
the vehicle to Singh, Molnar wrote, “[Y]ou gave me the car as a
partial payment for your outstanding legal fees and invoices in
the Pardal matter, in fact, it was your idea . . . .” (Italics
removed.) Singh replied, “I never agreed to give you a car as a
15
partial payment or a payment in trade. . . . I was disputing [all]
your . . . bills.”
Singh’s reliance on Loube v. Loube (1998) 64 Cal.App.4th
421 is misplaced. There, the plaintiffs sued their former lawyers
for malpractice based on the lawyers’ failure to allege a specific
amount of damages in the complaint, causing the trial court to
limit damages in a default judgment to the court’s jurisdictional
minimum. (Id. at pp. 424-425.) The Court of Appeal affirmed the
judgment for the attorneys but rejected the attorneys’ claim for
fees under the retainer agreement, concluding “[t]he narrowly
drawn attorney fee provision . . . providing for the payment of
fees for an action brought to enforce the terms of the parties’
agreement, cannot be read as a contractual agreement to award
fees in an action brought for legal malpractice.” (Id. at p. 430.)
As discussed, the legal services agreement provided for the
recovery of attorneys’ fees for an action to declare the parties’
rights under the agreement.9 Further, in contrast to a typical
9 Molnar argues the holding in Loube, supra, 64 Cal.App.4th
421 was rejected by the Court of Appeal in Lockton v. O’Rourke
(2010) 184 Cal.App.4th 1051. In Lockton, the court held the
defense attorneys could recover the fees they incurred in
defending against a legal malpractice claim brought by their
former client who alleged the attorneys failed to preserve his
claims, based on an attorney fee provision allowing for recovery of
fees incurred “to prosecute or defend” an action to enforce the
retainer agreement. (Lockton, at pp. 1070, 1076.) The court
contrasted the fees provision to the narrowly-drafted provision in
Loube, explaining, “Based on the broad language of the fee
clause, we conclude that [client] agreed to pay [lawyers] for the
value of the time spent by attorneys in that firm to prosecute or
defend an action based on the attorney-client relationship created
16
legal malpractice case that alleges failure of the attorney to
provide competent legal services, Singh’s claim against Molnar
for taking the vehicle arose directly from the parties’ dispute
about contractual payment obligations under the legal services
agreement.
Exxess Electronixx v. Heger Realty Corp. (1998)
64 Cal.App.4th 698, also relied on by Singh, is distinguishable.
In Exxess, a commercial property owner sued a tenant for breach
of the lease, and the tenant filed a cross-complaint for fraud and
breach of fiduciary duty against the property broker, alleging the
broker concealed defects in the property known before execution
of the lease. (Id. at pp. 702-703.) The broker later sought fees
pursuant to the lease agreement, which, similar to the legal
services agreement, provided for the recovery of fees by a
prevailing party in “an action or proceeding to enforce the terms”
or “declare rights” under the agreement. (Ibid.) The Court of
Appeal concluded the broker was not entitled to recover its fees
because the tenant’s claims for fraud and breach of fiduciary duty
were not claims to enforce the terms of the lease or to declare
rights under it, but instead “were premised on a duty that arose
without regard to the terms of the lease and before the lease
existed.” (Id. at p. 711.) By contrast, whether Singh agreed to
transfer the vehicle to Molnar as payment for fees was at the
heart of Singh’s claims and central to whether Singh owed
Molnar money (and how much) under the legal services
agreement.
by the retainer agreement.” (Id. at p. 1076.) Neither Loube nor
Lockton informs our analysis of the attorney fee provision here
given the different language and nature of Singh’s tort claims.
17
DISPOSITION
The order awarding Molnar attorneys’ fees is affirmed.
Molnar is to recover his costs on appeal.
FEUER, J.
We concur:
PERLUSS, P. J.
MCCORMICK, J.*
* Judge of the Orange County Superior Court, assigned by
the Chief Justice pursuant to article VI, section 6 of the
California Constitution.
18