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Hanson Crawford Crum Family Law Group, LLP v. Randall

United States District Court, N.D. California

December 9, 2019

HANSON CRAWFORD CRUM FAMILY LAW GROUP, LLP, Plaintiff,
v.
JEFFREY GRAHAM RANDALL, Defendant. JEFFREY GRAHAM RANDALL, Plaintiff,
v.
HANSON CRAWFORD CRUM FAMILY LAW GROUP, LLP, Defendant.

          ORDER DENYING CROSS-MOTIONS FOR SUMMARY JUDGMENT RE: DKT. NOS. 78, 89 (18-CV-03371-VC)

          VINCE CHHABRIA, UNITED STATES DISTRICT JUDGE

         The parties have filed cross-motions for summary judgment. Randall's motion is denied. Hanson Crawford Crum's motion is also denied, but only because the presentation by both sides does not enable the Court to decide the choice-of-law question. This is not a jury question, so it will need to be adjudicated at the pretrial conference. The parties, including Joseph Crawford himself, must appear in person at a case management conference on December 18, 2019 in Courtroom Four at 10:00 a.m.

         1. Randall seeks summary judgment on Hanson Crawford Crum's claim for breach of contract on the basis that the agreement is voidable because the parties did not comply with California Business & Professions Code section 6147. Section 6147 requires all contingency fee agreements between lawyers and clients to be in writing and to contain certain provisions, such as a statement of the agreed-upon rate and a statement regarding financial responsibility for litigation costs. But section 6147 does not apply here, because the agreement between Randall and the law firm was not a contingency fee agreement.

         To be sure, the first page of the contract states: “This agreement is made pursuant to Business & Professions Code § 6147 and is intended to fulfill the requirements of that section.” Dkt. 91-2 at 2. But this was obviously a drafting error. Aside from that sentence, the contract makes clear that it was not a contingency fee agreement. The contract states that “Client will pay Law Firm the attorney and paralegal fees for the legal services provided under this Agreement at the respective hourly rates of the individuals providing the services as well as costs set forth below.” Dkt. 91-2 at 2. It lays out the hourly rates that the law firm charges for its various attorneys and staff. Id. at 2-3. It discusses administrative costs, and also requires a retainer deposit of $15, 000, to be replenished as needed to pay for monthly bills. Id. at 4-5. Furthermore, the firm agrees to “refund to Client any unused portion of the retainer” upon “the completion of representation.” Id. at 4.[1]

         Given the context, this is not a case of an ambiguous contract that must be construed against the drafter. It's a case of inadvertent reference to section 6147. Admittedly, this was particularly sloppy drafting-sloppier than your typical drafting error. See, e.g., Heidlebaugh v. Miller, 126 Cal.App. 2d 35, 40 (1954) (interpreting “with or with notice” as “with or without notice”). But it would have made no sense to include so many detailed provisions regarding a retainer and the regular payment of fees in a contingency fee contract, so the only possible explanation for the reference to section 6147 is that it was an error. Perhaps the drafters meant to say “6148.” Or perhaps it was a bad cut-and-paste job. But regardless, it was indisputably a drafting error. Thus, the requirements of section 6147 don't apply, and Randall's motion for summary judgment on this basis is denied.

         2. Since Hanson Crawford Crum contracted with Randall on a non-contingency basis, section 6148 of the Business and Professions Code, rather than section 6147, applies. Section 6148(a) sets out various requirements for such fee agreements where it is reasonably foreseeable, as it was here, that the total expenses for the client will exceed $1, 000. These requirements include that the contract be in writing, that the attorney provide the client a duplicate copy of the contract signed by both parties, and that the contract contain both the basis for the attorney's compensation and “the general nature of the legal services to be provided.” § 6148(a). The signed agreement between the parties met all these requirements. Thus, to the extent Randall seeks summary judgment on the breach of contract claim on the basis that the signed agreement failed to comply with section 6148, that request is denied.

         But Randall is correct that the signed agreement had a limited scope. Under the heading “Scope of Legal Services, ” the contract read, in part:

Law Firm agrees to represent you in your family law proceeding with SALLY RANDALL as opposing party. Law firm will not represent Client in any other matters unless and until a specific request has been made by Client which the Law Firms confirms by written agreement.

Dkt. 91-2 at 2. The contract therefore constitutes compliance with section 6148 only with respect to Hanson Crawford Crum's representation of Randall in his divorce - that is the “general nature of the legal services to be provided.” See § 6148(a)(2). The contract did not encompass the paternity dispute. So to the extent that Hanson Crawford Crum seeks to recover unpaid attorney fees related to the paternity representation as contract damages, it needs to show that that representation was based on some other contractual agreement. And it needs to show that the other agreement also complied with section 6148.

         Neither party has presented much evidence on the question of when or how a separate contract formed for the paternity representation (putting section 6148 aside for a moment). In its complaint, Hanson Crawford Crum alleged breach of a single “agreement” encompassing both the divorce and paternity representations. Dkt. 1-1 ¶ 25. Now, the firm seems to argue that a second, separate contract formed when it began representing Randall in the paternity dispute.[2]Much of the evidence presented to support this argument raises questions about the credibility of Hanson Crawford Crum and the lawyers representing it in this case. In particular, the declaration of Joseph Crawford falsely asserts that Randall requested the firm's representation in the San Mateo County paternity action in an email dated April 28, 2015. Dkt. 91-1 at 3; 96-3 at 2. The text of the email says nothing close to that; in fact, it strongly implies that the law firm was not representing him in a paternity action at that time. The Crawford declaration also asserts that Randall orally requested that the firm represent him in the San Mateo County paternity action around the same date, but it appears from the (admittedly incomplete) evidence submitted by the parties that there was no San Mateo paternity action as of that date (although apparently there was a related paternity action pending in Nevada for which Hanson Crawford Crum was not providing representation).[3]

         Although the evidence discussed above hurts rather than helps the law firm's argument, there is other evidence from which a jury could conclude that, at some point, the parties reached some sort of agreement that the firm would represent Randall in the San Mateo paternity action. For example, the bills submitted by Hanson Crawford Crum suggest that there was eventually some sort of agreement about Hanson Crawford Crum's representation of Randall in the paternity action. See, e.g., Dkt. 91-6 at 148 (bill for “Randall Paternity Action”).[4] In addition, an email exchange between Crawford and Randall on August 14, 2015 suggests an agreement: Crawford complained that Randall hadn't been paying his bills for work performed in the paternity action, and Randall responded that he “paid the bills a couple days ago thru my Bof A account.” Dkt. 96-5. Thus, viewing the evidence in the light most favorable to the non-moving party (that is, the law firm), there is a genuine dispute of fact regarding whether some sort of contract existed-at least at some point-for the paternity representation.

         The more difficult summary judgment question regarding the law firm's breach of contract claim as it relates to the paternity action is whether the agreement to represent Randall, assuming one existed, complied with section 6148. It is undisputed that there was no signed written agreement, which the statute generally requires. But the firm argues that the fee agreement for the paternity action wasn't subject to the requirement of a signed writing, because it fell within the statutory exception listed in section 6148(d)(2) for “[a]n arrangement as to the fee implied by the fact that the attorney's services are of the same general kind as previously rendered to and paid for by the client.” See California Business & Professions Code § 6148(d)(2).

         There is a good deal of evidence that the agreement did not fall within this exception. Most obviously, in June 2015 the firm drafted a new agreement for the paternity representation and sent it to Randall for signature. And in August, when Crawford emailed Randall about his delinquent payments, he noted parenthetically: “You also have not returned the fee agreement for the paternity case . . . . If you want us to represent you in that case I need that fee agreement signed by you and returned to me with the retainer and payment of the outstanding bill.” Dkt. 96-5. This seems to suggest that the law firm did not believe, at the time, that its work in the paternity action qualified under section 6148(d)(2). One could easily imagine a jury relying on this to conclude that the work indeed did not qualify-why was the firm insisting on Randall's signature on a “fee agreement” if they already had an implied-in-fact fee agreement? On the other hand, perhaps a jury could interpret this email as reflecting that, even if the parties had an implied-in-fact contract “as to the fee” (which is what section 6148(d) is concerned with), Crawford wanted a more comprehensive agreement to define the terms and scope of representation in the paternity action, particularly given the trouble the firm was having in getting Randall to pay his bills.

         Furthermore, although the parties have offered virtually no evidence on this point, it seems at least possible (though perhaps not likely) that the services Hanson Crawford Crum rendered for the paternity dispute were “of the same general kind” as those it performed in the divorce dispute, given that both representations appear to have involved litigation in San Mateo Superior Court on possibly overlapping factual issues. See Leighton v. Forster, 8 Cal. App 5th 467, 489 (2017). Thus, Randall has not definitively shown the absence of an implied-in-fact contract as to ...


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