Case Number: A170497_markdown
Court: California Court of Appeal, First Appellate District, Division Four
Date Filed: August 31, 2025
Holding
The court held that the trial court did not err in sustaining the 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 elements, including an independently wrongful act for the interference claim and any property interest in the trust assets for the remaining claims.
The appeal arose from a dispute over a contingency‑fee lien that an attorney, Kelechi Charles Emeziem, claimed against the proceeds of the Willie L. Spears Sr. and Bobbie Jean Spears Trust. Emeziem’s firm, E&O, had represented seven beneficiaries in probate litigation and, under a written fee agreement, was entitled to 40 percent of any recovery. A June 2022 mediation produced a settlement that removed the incumbent trustee and installed Mark Unger as successor trustee—an appointment Emeziem himself suggested. After the mediation, the beneficiaries terminated Emeziem’s representation, and Unger, through counsel Cara Lankford of The Korn Law Group, distributed the trust assets directly to the beneficiaries without deducting the attorney’s lien. E&O sued Unger, Lankford, and the law firm, alleging interference with contract, a constructive trust, conversion, and money had and received.
Procedurally, the trial court sustained a demurrer to the entire complaint without leave to amend, effectively dismissing the action. Although an order sustaining a demurrer is not ordinarily appealable, the appellate court treated the order as if it incorporated a judgment of dismissal, allowing review on the merits.
The appellate court applied a de novo standard, assuming all non‑contradicted factual allegations in the complaint were true. For the interference claim, the court reiterated the five‑element test from Pacific Gas & Electric Co. v. Bear Stearns & Co. and emphasized the Supreme Court’s rule in Ixchel Pharma, LLC v. Biogen, Inc. that a plaintiff must allege an independently wrongful act when the underlying contract is terminable at‑will. E&O’s reliance on a purported violation of California Rules of Professional Conduct Rule 4.2(a) was rejected because ethical breaches, while subject to disciplinary sanction, do not constitute “unlawful” conduct for tort liability. Consequently, the complaint failed to state the third element—intentional wrongdoing—so the demurrer was proper.
The constructive‑trust claim was dismissed as a procedural mischaracterization; a constructive trust is an equitable remedy, not a cause of action. Even assuming a cause of action, E&O could not satisfy the three statutory elements—identifiable property, a right to that property, and wrongful detention—because the firm had no beneficial interest in the trust assets, which were subject to a spendthrift provision. The court correctly noted that any creditor must seek relief under Probate Code §§ 15301(b) or 15306.5, procedures E&O never pursued.
The conversion claim failed because E&O lacked ownership or possessory rights in the trust property, a prerequisite for conversion. Similarly, the money‑had‑and‑received claim was untenable; the funds distributed to the beneficiaries were not held for E&O’s benefit, and the defendants had no authority over the trust’s administration.
In sum, the appellate court affirmed the trial court’s demurrer, reinforcing the high pleading standards for tort claims against attorneys and the strict limits on creditor access to spendthrift trust assets. The decision underscores that an attorney’s lien, while enforceable against the client, does not automatically create a property interest enforceable against a trustee or third‑party counsel. Unresolved, however, is the procedural path for a creditor to invoke Probate Code § 15301(b) when a trust distribution is imminent—a question that may surface in future disputes over attorney liens in spendthrift trusts.
Referenced Statutes and Doctrines
- California Rules of Court, rule 8.1115(a) (publication of opinions)
- California Rules of Professional Conduct, rule 4.2(a) (communication with represented parties)
- California Rules of Professional Conduct, rule 1.0(a), (b)(3) (disciplinary vs. civil liability)
- Probate Code § 15301(b) (judgment creditor petition for direct payment)
- Probate Code § 15306.5 (court order to satisfy judgment from trust distributions)
- Pacific Gas & Electric Co. v. Bear Stearns & Co., 50 Cal. 3d 1118 (elements of intentional interference)
- Ixchel Pharma, LLC v. Biogen, Inc., 9 Cal. 5th 1130 (independently wrongful act requirement for at‑will contracts)
- Korea Supply Co. v. Lockheed Martin Corp., 29 Cal. 4th 1134 (definition of independently wrongful act)
- Shoker v. Superior Court, 81 Cal.App.5th 271 (constructive trust as equitable remedy)
- Higgins v. Higgins, 11 Cal.App.5th 648 (elements of constructive trust)
- Carmack v. Reynolds, 2 Cal. 5th 844 (spendthrift trust and creditor remedies)
- Welco Electronics, Inc. v. Mora, 223 Cal.App.4th 202 (conversion elements)
- Mains v. City Title Insurance Co., 34 Cal. 2d 580 (money had and received doctrine)