Contemporary Services Corp. v. The Law Offices of Sean Ellis

Filed 3/21/06 Contemporary Services Corp. v. The Law Offices of Sean Ellis

CA1/2

NOT TO BE PUBLISHED IN OFFICIAL REPORTS

California Rules of Court, rule 977(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 977(b). This opinion has not been certified for publication or ordered published for purposes of rule 977.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

FIRST APPELLATE DISTRICT

DIVISION TWO

I. INTRODUCTION

Sean Ellis and David Kahn are attorneys who represented Contemporary Services Corporation, Damon Zumwalt and Peter Kranske (collectively referred to as CSC) in a protracted civil action between CSC and their former attorneys, Baker & McKenzie. After the Baker & McKenzie action finally settled, a dispute arose as to whether Ellis and Kahn were entitled to 45 percent of the Baker & McKenzie settlement pursuant to a contingency fee agreement. The dispute led to litigation. In addition to contract claims relating to the attorney fees dispute, CSC alleged that Ellis breached his fiduciary duty to them and committed constructive fraud by coercing CSC to settle the Baker & McKenzie action. The trial court dismissed the fiduciary duty and constructive fraud claims pursuant to a nonsuit motion. A jury found that no attorney fees agreement was in effect when the Baker & McKenzie action settled but that Ellis and Kahn were entitled to a quantum meruit recovery of $369,000 for services rendered to CSC.

On appeal, CSC contends the trial court erred by granting Ellis's nonsuit motion.[1] In a cross-appeal, Ellis and Khan contend the jury and trial court erred as a matter of law by denying their contractual claim to 45 percent of the Baker & McKenzie settlement. We reject both contentions and affirm the judgment.

II. STATEMENT OF FACTS

A. Background -- Baker & McKenzie litigation

Contemporary Services Corporation provides crowd management and security services for entertainment and sports events. Damon Zumwalt is the president of Contemporary Services Corporation and Peter Kranske is its vice president. In 1985, CSC filed a lawsuit against Event Management Services alleging unfair competition and other business torts (the 1985 action). Baker & McKenzie represented CSC in the 1985 action.

In 1994, after the 1985 action was settled, Baker & McKenzie retained a portion of the settlement proceeds in its client-trust account and then filed an action in Los Angeles County against CSC to recover unpaid attorney fees (the Baker & McKenzie action). CSC filed a cross complaint alleging legal malpractice.

B. The 1994 Contingency Fee Agreement

CSC retained David Kahn and Sean Ellis to represent them in the Baker & McKenzie action. In December 1994, the parties executed an â€