Judge: Christopher K. Lui, Case: 24STCV01684, Date: 2024-10-17 Tentative Ruling

Case Number: 24STCV01684    Hearing Date: October 17, 2024    Dept: 76

            Plaintiff alleges that Defendant attorneys forfeited all attorney’s fees by committing serious ethical violations that affected representation.

Defendant Ellis Law Corporation filed a Cross-Complaint alleging the client’s failure to agree to payment of continent attorney fees from the personal injury settlement.  

Defendant Andrew Ellis moves for summary judgment.

TENTATIVE RULING

Defendant Andrew Ellis’s motion for summary judgment is GRANTED.

ANALYSIS

Motion For Summary Judgment

Discussion

Defendant Andrew Ellis moves for summary judgment based on the following argument set forth in the separate statement and undisputed facts set forth therein:

DEFENDANT ANDREW ELLIS IS ENTITLED TO SUMMARY JUDGMENT ON THE SOLE CLAIM OF BREACH OF CONTRACT AGAINST HIM BECAUSE ANDREW ELLIS IS NOT A PARTY TO THE CONTRACT AND NOT LIABLE FOR ANY ALLEGED BREACH

1. Plaintiff’s own form complaint admits the he entered a written agreement with Ellis Law Corporation, never alleging that Andrew Ellis was a party to that agreement in his individual capacity.  (Exh. 1 to Declaration of Mitchell J. Langberg (“Langberg Decl.)).  

2. By its express terms, the agreement between Loomis and Ellis Law Corporation is between Loomis and the firm and Ellis is not a party.  (Exh. 1 to Declaration of Andrew Ellis (“Ellis Decl.”)).

 3. Ellis is the CEO, Secretary, CFO, and sole director of Ellis Law Corporation.  (Ellis Decl., ¶ 2

 4. The agreement between Loomis and the firm was executed solely between them; the signatory did not sign the contract in their individual capacity—it was signed “by” the signatory “for the firm.”  (Exh. 1 to Declaration of Andrew Ellis (“Ellis Decl.”)).

“Directors and officers are not personally liable on contracts signed by them for and on behalf of the corporation unless they purport to bind themselves individually. . . .” (Michaelis v. Benavides (1998) 61 Cal.App.4th 681, 684.)

Here, because Defendant Andrew Ellis did not purport to bind himself personally to the underlying retainer agreement, he cannot be held liable for the sole cause of action for breach of contract asserted against him. As such, Defendant has met his initial burden of demonstrating that he is entitled to judgment against Plaintiff.

The burden shifts to Plaintiff to demonstrate that a triable issue of material fact exits. In failing to file an opposition, Plaintiff has not met this burden.

As such, the motion for summary judgment is GRANTED.