Case Number: A170497
Court: California Court of Appeal, First Appellate District, Division Four
Date Filed: August 31, 2025
Holding
The court held that the trial court correctly sustained the demurrer to all four causes of action, affirming the dismissal of the attorney’s claims for interference with contract, constructive trust, conversion, and money‑had‑and‑received.
Narrative
A California appellate panel affirmed a lower‑court dismissal of a fee‑collection suit brought by a probate attorney against a successor trustee, the trustee’s counsel, and the counsel’s law firm. The case underscores the limits of an attorney’s lien when the underlying claim is rooted in a spendthrift trust and highlights the high bar for tortious interference with at‑will contracts.
Procedural backdrop. In June 2022, attorney Kelechi Charles Emeziem (E&O) represented seven beneficiaries of the Willie L. Spears Sr. and Bobbie Jean Spears Trust in a dispute that culminated in a mediation settlement. The settlement removed the incumbent trustee and installed Mark Unger as successor trustee, with Cara Lankford of The Korn Law Group (KLG) retained as Unger’s counsel. E&O’s contingency fee agreement entitled the firm to 40 % of any gross recovery for the beneficiaries.
After the mediation, the beneficiaries terminated E&O’s representation. E&O asserted that its fee was earned at the mediation and that the successor trustee should have honored the attorney’s lien when distributing trust assets. When the distribution was made directly to the beneficiaries, E&O sued Unger, Lankford, and KLG, pleading four causes of action: (1) intentional interference with contract, (2) constructive trust, (3) conversion, and (4) money‑had‑and‑received. The trial court sustained a demurrer without leave to amend; the appellate court treated the order as if it incorporated a judgment of dismissal and reviewed the complaint de novo.
Key issues. The appeal turned on (i) whether E&O sufficiently alleged an independently wrongful act to support tortious interference with an at‑will contract, (ii) whether a constructive trust could be imposed against a trustee for the attorney’s fees, (iii) whether the attorney possessed the requisite ownership interest for conversion, and (iv) whether the “money had and received” claim could survive as an equitable action.
Court’s analysis.
Interference with contract. The court applied the rule from Ixchel Pharma v. Biogen that a plaintiff must allege an independently wrongful act when the contract is terminable at‑will. E&O’s theory rested on an alleged violation of California Rules of Professional Conduct rule 4.2(a)—the prohibition on communicating about a matter with a represented party without consent. The court held that a professional‑ethics breach, while subject to disciplinary sanction, is not “unlawful” in the tort sense and therefore cannot serve as the independent wrongful act required for interference. Citing Pacific Gas & Electric v. Bear Stearns, the court emphasized that without a wrongful act, an at‑will contract cannot be the basis of a tort claim. The demurrer was therefore proper.
Constructive trust. The appellate panel noted that a constructive trust is an equitable remedy, not a cause of action, and reiterated the three‑element test from Higgins v. Higgins. Because E&O was not a beneficiary and had no proprietary interest in the trust assets, it could not satisfy the requisite interest element. Moreover, the spendthrift nature of the Spears Trust barred creditors from reaching undistributed principal, a principle reaffirmed in Carmack v. Reynolds. The court correctly concluded that no viable constructive‑trust claim existed.
Conversion. Conversion requires ownership or a right to possession of the property at issue. The court found that E&O, as a non‑beneficiary without a court order directing payment, lacked any such right in the trust assets. Consequently, the first and second elements of conversion were missing, justifying dismissal.
Money‑had‑and‑received. The claim hinges on the receipt of money belonging to another. The court held that the funds distributed to the beneficiaries were not held for E&O’s benefit, and the defendants had no authority over the trust’s assets. Accordingly, the action failed as a matter of law.
Impact and unresolved questions. The decision reinforces that an attorney’s lien cannot be enforced by suing a trustee or the trustee’s counsel absent a direct claim against the beneficiaries or a court order under Probate Code §§ 15301(b) or 15306.5. It also clarifies that violations of the Rules of Professional Conduct do not constitute “unlawful” conduct for tortious interference purposes, limiting the scope of malpractice‑related tort claims. Practitioners should ensure that fee‑related disputes are pursued through the appropriate probate mechanisms—such as filing a claim against the beneficiaries or seeking a court order to satisfy the lien—rather than by indirect suits against third parties.
Unresolved is whether a plaintiff could succeed on a fee‑lien claim by first obtaining a judgment against the beneficiaries and then invoking Probate Code § 15301(b) to direct the trustee to pay the judgment directly. The court’s analysis suggests that such a route remains viable, but the present case leaves the procedural pathway untested.
Referenced Statutes and Doctrines
- Probate Code §§ 15301(b), 15306.5 – creditor’s petition to direct trustee payment of a judgment.
- California Rules of Professional Conduct – rule 4.2(a) (communication with represented parties); rule 1.0(a), (b)(3) (disciplinary vs. civil liability).
- At‑will contract interference doctrine – Ixchel Pharma v. Biogen, 9 Cal.5th 1130 (2020).
- Constructive trust elements – Higgins v. Higgins, 11 Cal.App.5th 648 (2017).
- Spendthrift trust limitations – Carmack v. Reynolds, 2 Cal.5th 844 (2017).
- Tortious interference precedent – Pacific Gas & Electric Co. v. Bear Stearns & Co., 50 Cal.3d 1118 (1990).
- Professional‑ethics breach not “unlawful” – Noble v. Sears, Roebuck & Co., 33 Cal.App.3d 654 (1973); Wilhelm v. Pray, Price, Williams & Russell, 186 Cal.App.3d 1324 (1986).
- Conversion elements – Welco Electronics, Inc. v. Mora, 223 Cal.App.4th 202 (2014).
- Money‑had‑and‑received doctrine – Mains v. City Title Insurance Co., 34 Cal.2d 580 (1949).
- Procedural authority on demurrer appeals – Berri v. Superior Court, 43 Cal.2d 856 (1955); Bullock v. City of Antioch, 78 Cal.App.5th 407 (2022).