Case No. A170497 - Case Brief

Case Number: A170497
Court: California Court of Appeal, First Appellate District, Division Four
Date Filed: August 28, 2025

← Back to Case Summary

Holding

The court held that the trial court did not err in sustaining a demurrer to all four causes of action—intentional interference with contract, constructive trust, conversion, and money‑had‑and‑received—because the complaint failed to allege the requisite independently wrongful act, a cognizable property interest in the trust assets, ownership or lawful possession of the property, and any statutory basis for imposing liability on the successor trustee or his counsel.

Narrative

Lead – A California appellate panel affirmed a trial court’s dismissal of a former trust‑litigation attorney’s suit for unpaid contingency fees, reinforcing the limits of tortious interference and creditor‑rights doctrines when the plaintiff is neither a trust beneficiary nor a holder of a lien recognized by statute.

Procedural History – Emeziem & Others (“E&O”), a law firm that represented seven beneficiaries of the Willie L. Spears Trust, sued successor trustee Mark Unger, his counsel Cara Lankford, and Lankford’s firm The Korn Law Group after a settlement distribution was made without deducting the firm’s 40 % contingency fee. The trial court sustained a demurrer to the complaint without leave to amend; no judgment of dismissal was entered, but the appellate court treated the order as if it incorporated such a judgment and reviewed the demurrer de novo.

Facts – E&O’s fee agreement required 40 % of any gross recovery. During a June 2022 mediation, the parties settled the trust dispute, removed the incumbent trustee, and installed Unger—an attorney‑recommended successor. After the mediation, the beneficiaries terminated E&O’s representation in July 2023, citing a letter from the firm. E&O reminded Lankford of the fee agreement and asked that the pending distribution be reduced to satisfy its lien. Lankford replied that checks had already been sent directly to the beneficiaries, with no deduction for E&O.

Issues – (1) Whether the defendants’ conduct satisfied the elements of intentional interference with an at‑will contract; (2) Whether a constructive trust could be imposed on the trust assets; (3) Whether the defendants committed conversion; and (4) Whether the defendants received money “in equity and good conscience” that must be returned.

Reasoning

Interference with Contract – The court applied the five‑element test from Pacific Gas & Electric Co. v. Bear Stearns and the at‑will‑contract rule articulated in Ixchel Pharma, LLC v. Biogen. Because the fee agreement was terminable at will, a plaintiff must allege an independently wrongful act—i.e., conduct that is unlawful under statutory or common‑law standards. E&O’s reliance on a alleged violation of California Rules of Professional Conduct rule 4.2(a) (prohibiting communication with a represented party) was rejected; ethical violations, while subject to discipline, are not “unlawful” for tort purposes. The complaint offered no factual basis that Lankford’s communications were unlawful, so the third element was missing and the claim failed.

Constructive Trust – The court noted that a constructive trust is an equitable remedy, not a cause of action, citing Shoker v. Superior Court. Even assuming a cause of action, E&O could not satisfy the three prerequisites: (i) a specific property interest in the trust corpus, (ii) a right to that interest, and (iii) a wrongful act by the defendants. As a non‑beneficiary, E&O possessed no interest in the trust assets, and the spendthrift provisions of the trust barred creditor reach until distribution—per Carmack v. Reynolds. The court therefore affirmed the demurrer.

Conversion – Conversion requires ownership or a right to possession of the property at issue. The court found E&O had neither, reiterating that the trust assets belonged solely to the beneficiaries. Consequently, the conversion claim could not stand.

Money Had and Received – The action is grounded in equity, demanding that the defendant hold money “in good conscience” for the plaintiff. Because the funds were never held for E&O’s benefit and the firm’s remedy lies in suing the beneficiaries directly under the fee agreement, the claim was dismissed.

Conclusion – The appellate court’s affirmation underscores two practical takeaways for probate practitioners: (1) an attorney’s lien on settlement proceeds must be asserted through the procedural mechanisms of Probate Code §§ 15301, 15306.5, not by suing the trustee absent a statutory lien; and (2) ethical violations alone do not constitute the independently wrongful act needed for tortious interference claims against opposing counsel. The decision leaves open, but does not resolve, the question of whether a court‑ordered lien could be imposed when a spendthrift trust is involved—a point likely to surface in future fee‑dispute litigation.

Referenced Statutes and Doctrines

Probate Code §§ 15301, 15306.5, 15302 – creditor‑petition procedures for direct payment from trust distributions.
California Rules of Professional Conduct rule 4.2(a) – communication with a represented party.
At‑will contract interference rule – Ixchel Pharma, LLC v. Biogen, 9 Cal.5th 1130 (2020).
Intentional interference elements – Pacific Gas & Electric Co. v. Bear Stearns, 50 Cal.3d 1118 (1990).
Constructive trust requirements – Higgins v. Higgins, 11 Cal.App.5th 648 (2017).
Spendthrift trust limitations – Carmack v. Reynolds, 2 Cal.5th 844 (2017).
Conversion elements – Welco Electronics, Inc. v. Mora, 223 Cal.App.4th 202 (2014).
Money had and received – Mains v. City Title Ins. Co., 34 Cal.2d 580 (1949).
Procedural standard for demurrer appeals – Berri v. Superior Court, 43 Cal.2d 856 (1955).