California Capitalism Associates v. Marston CA4/2

CourtCalifornia Court of Appeal
DecidedJune 13, 2024
DocketE078759
StatusUnpublished

This text of California Capitalism Associates v. Marston CA4/2 (California Capitalism Associates v. Marston CA4/2) is published on Counsel Stack Legal Research, covering California Court of Appeal primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
California Capitalism Associates v. Marston CA4/2, (Cal. Ct. App. 2024).

Opinion

Filed 6/13/24 California Capitalism Associates v. Marston CA4/2

NOT TO BE PUBLISHED IN OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or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 This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.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

FOURTH APPELLATE DISTRICT

DIVISION TWO

CALIFORNIA CAPITALISM ASSOCIATES, LLC et al., E078759, E079357 Plaintiffs and Appellants, (Super.Ct.No. CIVSB2121814) v. OPINION LESTER MARSTON et al.,

Defendants and Appellants.

APPEAL from the Superior Court of San Bernardino County. Donald R. Alvarez,

Judge. Affirmed in part; reversed in part and remanded with directions.

Ravi R. Bendapudi, in pro. per. and for Plaintiffs and Appellants California

Capitalism Associates. LLC.

Law Office of Frank Lawrence and Frank Lawrence for Defendants and

Appellants.

Plaintiffs California Capitalism Associates, LLC and Ravi Bendapudi (collectively

plaintiffs) approached the Chemehuevi Indian Tribe (the Tribe) about establishing a legal

1 cannabis agricultural and industrial complex on the Tribe’s reservation in San Bernardino

County. Plaintiffs allege they retained Lester J. Marston and his law firm Rapport &

Marston to advise and assist them in drafting a joint services agreement (JVA) with the

Tribe. When the Tribe terminated the JVA based on plaintiffs’ breach of the agreement,

plaintiffs filed this lawsuit in San Bernardino against their attorneys Marston, David J.

Rapport, Kostan Lathoruis, and the law firm (collectively defendants) alleging causes of

action for breach of oral contract and professional negligence, among others.

Defendants (all of whom except for Lathoruis reside in and do business in

Mendocino County) requested that plaintiffs stipulate to a change of venue from San

Bernardino to Mendocino County, but plaintiffs refused. Thereafter, defendants filed a

change of venue motion and filed a hybrid motion to quash/dismiss arguing, inter alia,

they were officers of the Tribe, and, because of the Tribe’s sovereign immunity, the trial

court lacked subject matter jurisdiction. The trial court granted the motion to change

venue and ordered the case transferred to the Superior Court of Mendocino County.

Plaintiffs submitted transfer fees and did not challenge the order. Later, the court granted

the motion to quash/dismiss, concluding it lacked subject matter jurisdiction based on

Tribal sovereign immunity. Plaintiffs appeal from that order and from a subsequent one

granting attorney fees to defendants as the prevailing parties on the change of venue

motion. Defendants filed a cross-appeal from the fee order.

In their appeal, plaintiffs argue the trial court lacked jurisdiction to rule on the

motion to quash/dismiss because it had already granted the motion to change venue. On

2 the merits, plaintiffs contend the trial court erred by finding it lacked subject matter

jurisdiction based on Tribal sovereign immunity. As for the fee order, plaintiffs argue the

trial court erred when it found plaintiffs had not acted in good faith when they filed the

lawsuit in San Bernardino County instead of Mendocino County. In the cross-appeal,

defendants argue the trial court erred in its determination of the reasonable hourly rate

applicable to the work performed by their attorney and by refusing to award any fees for

legal work performed by defendant Marston and his law clerk son.

We agree with plaintiffs that, once the trial court granted the motion to change

venue, it retained very limited jurisdiction to act in the case and exceeded that jurisdiction

by ruling on the motion to quash/dismiss. Because we reverse the order granting the

motion to quash/dismiss on that basis, we do not reach the merits.

With respect to the fee order, the record supports the trial court’s findings that the

legal services contract between the parties was performed in Mendocino County,

plaintiffs did not act in good faith by filing the lawsuit in San Bernardino, and defendants

are entitled to recover their attorney fees as the prevailing parties on the change of venue

motion. Although Marston was represented by counsel in this matter, and he did not act

officially as his own cocounsel or represent any other defendant, the billing records

submitted with the fee motion demonstrate he performed the lion’s share of the legal

work in researching and drafting the change of venue motion. Because for purposes of

preparing the change of venue motion he was functionally self-represented, the trial court

correctly ruled he cannot recover for his own attorney fees. However, Marston’s

3 codefendants are not precluded from recovering fees for work Marston performed on

their behalf on the change of venue motion, and on remand the trial court shall consider

whether those fees are reasonable and how to apportion them appropriately. Finally, we

conclude the trial court erred by ruling defendants could not recover for the work

conducted by Marston’s law clerk. Therefore, we reverse the fee award and remand for

further proceedings.

I.

FACTS AND PROCEDURAL BACKGROUND

Plaintiffs filed their verified complaint in the San Bernardino County Superior

Court on July 27, 2021, alleging seven causes of action including breach of oral contract

and professional negligence. Relevant here, plaintiffs alleged they approached the Tribe

in March 2017 with a proposal to develop a cannabis agricultural industrial park on the

Tribe’s reservation in San Bernardino County. When the Tribe agreed to pursue the

project and instructed plaintiffs to submit an official proposal, plaintiffs retained Marston

and his law firm to draft a JVA. After several delays, Marston submitted a draft JVA to

the Tribe. The Tribe ultimately terminated the JVA, asserting plaintiffs had breached the

agreement in various ways and failed to cure the breaches.

Except for Lathouris, who resided in Clark County, Nevada, the named defendants

resided in and had their place of business in Mendocino County. However, citing Code

of Civil Procedure1 section 395, subdivision (b), plaintiffs alleged venue was proper in

1 Unless otherwise indicated, all additional statutory references shall be to the Code of Civil Procedure.

4 San Bernardino because the agreement for legal services was to be performed there and

the alleged acts of negligence occurred there.

On September 29, 2021, defendants filed a change of venue motion pursuant to

section 397, subdivision (a), contending the lawsuit had been filed in the wrong court

because they resided in and did business in Mendocino County and Clark County,

Nevada, respectively. Indeed, defendants denied that they had rendered any legal

opinions to plaintiffs or maintained an attorney-client relationship with them, let alone

performed legal services for plaintiffs in San Bernadino County.

Separately, on October 15, 2021, defendants filed a hybrid motion to

quash/dismiss the lawsuit arguing, inter alia, they are officials of the Tribe and the trial

court lacked subject matter jurisdiction over the lawsuit based on Tribal sovereign

immunity.

The trial court heard arguments on the change of venue motion on November 3,

2021, and took the matter under submission.

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