Judge: Timothy Patrick Dillon, Case: 20STCP00435, Date: 2022-09-22 Tentative Ruling

Case Number: 20STCP00435    Hearing Date: September 22, 2022    Dept: 73

Zhong Lun Law Firm LLP v. Hailin Li, et al.

(1)   MOTION to Vacate or alter arbitration award (filed 05/20/2022)

Counsel for Petitioner/opposing party:  Leodis C. Matthews and Dick P. Sindicich

Counsel for Respondent/moving party:  Pamela S. Palma, Andrick J. Zeen, and Sean P. McNally

(2)   petition for order confirming arbitration award (filed 06/01/22 and amended 08/15/2022)

Counsel for Petitioner/moving party:  Leodis C. Matthews and Dick P. Sindicich

Counsel for Respondent/opposing party:  Pamela S. Palma, Andrick J. Zeen, and Sean P. McNally

TENTATIVE RULINGS: TENTATIVE ORDERS

The Court DENIES Respondent Xiao Yan Zhang’s motion to vacate or alter arbitration award.

The Court GRANTS Petitioner Zhong Lun Law Firm LLP’s petition for order confirming arbitration award as amended on August 15, 2022, and request for post-arbitration award interest for a total judgment of $537,966.11. The court orders the Petitioner to file and serve a proposed order within ten (10) days of this ruling.

FACTUAL BACKGROUND

On January 31, 2020, petitioner Zhong Lun Law Firm LLP (the “Law Firm”) filed a verified petition (the “Petition”) compelling respondent Hailin Li (“Li”) and Xiao Yan Zhang (“Respondent Zhang”) to arbitration.

The Petition alleges the following. On May 8, 2015, the Law Firm and Li entered into an Attorney Client Fee Retainer Agreement (the “Fee Agreement”) whereby the Law Firm agreed to provide legal services to Li “in the matters involving the enforcement of a residential purchase agreement dated April 10, 2015,” against Eric R. Carson Living Trust (the “Trust”). (Petition, ¶ 2.) Pursuant to the Fee Agreement, the Law Firm and Li agreed that Li may discharge the Law Firm at any time, but such discharge would not relieve Li of the obligation to pay all costs or legal services incurred prior to such termination or which the Law Firm was entitled to under the Fee Agreement. (Petition, ¶ 2.)

On May 20, 2015, the Law Firm filed a complaint (the “Underlying Action”) against the Trust, and after extensive discovery and a bench trial, judgment was entered in favor of the Eric Carson Trust on December 16, 2016. (Petition, ¶¶ 7, 8, 9.) The Law Firm filed a Notice of Appeal on December 29, 2016, and on or about May 27, 2017, presented its invoice to Li of $459,133.98, of which $66,075.98 were for advanced costs. (Petition, ¶¶ 10, 11.)

On June 23, 2017, Li terminated the Law Firm and substituted another law firm as the attorneys of record in the ongoing litigation. (Petition, ¶ 12.)

On May 9, 2019, the Court of Appeal reversed the trial court’s decision in the Underlying Action and remanded it directing the trial court to enter judgment in favor of Respondent Zhang on both of her requests for declaratory relief and specific performance. (Petition, ¶ 13.)

On September 16, 2019, Respondent Zhang’s attorneys of record in the Underlying Action filed a Motion for Attorney Fees before the trial court. (Petition, ¶ 14.) In that motion and supporting declaration, the attorneys recognized that although the Law Firm was unsuccessful before the trial court, the evidence it elicited, issues it raised, and arguments it advanced provided the foundation necessary for Respondent Zhang’s success on appeal. (Petition, ¶ 14(a).) They also acknowledged that the Law Firm had expended 771.8 hours and incurred $418 in legal fees prosecuting the action from the complaint to its post-trial motions. (Petition, ¶ 14(b).) They further stated that Respondent Zhang’s attorney fees were “reasonable” since “both firms representing Zhang charged fees consistent with those ‘prevailing in the community for similar work.’” (Petition, ¶ 14(c).)  A copy of the relevant pages of that motion for attorney’s fees is attached to the Petition as Exhibit C. (Petition, p. 5:11-12.) The Law Firm’s Invoice No. 857, dated May 27, 2017, with details of the time and activity of legal services, was entered as evidence in support of that motion for attorney’s fees and marked for identification as an exhibit. (Petition, ¶ 15.)

On December 6, 2019, the parties filed a notice of settlement in the Underlying Action and the trial court entered an order stating that the parties had entered into “a final global settlement in the matter resolving all claims, fees, and costs in this action, and therefore withdrew their pending motions and submissions.” (Petition, ¶ 16 [emphasis added].)

Following the settlement, the Law Firm still demanded but did not receive the outstanding balance of $459,133.98 in attorney’s fees that Li and Respondent Zhang owed. (Petition, ¶ 17.)

The Fee Agreement contained a clause an arbitration provision which stated that “any disputes related to this Agreement will be resolved by Arbitration.” (Petition, ¶ 4.)

On or about June 20, 2019, the Law Firm served Li and Respondent Zhang with a written demand for arbitration. (Petition, ¶ 19.) However, Li and Zhang refused to submit the attorney’s fee dispute to arbitration. (Petition,

According to its express terms, the “validity and interpretation” of the Fee Agreement were to be “governed by the law of the State of California.” (Petition, ¶ 4.)

PROCEDURAL BACKGROUND

On July 20, 2020, this court held a hearing on the Law Firm’s Petition to Compel Arbitration and made the following findings.

“[T]he parties no not dispute the existence or validity of the fee agreement containing the arbitration clause—e.g., no arguments regarding fraud, unconscionability, grounds for revocation, etc. Rather, the parties dispute (1) whether or not the arbitration clause covers the fee dispute at issue and (2) whether the Firm, as a non-signatory, has standing to enforce the arbitration clause.”

(Minute Order dated July 20, 2020 (“July 20 Minute Order”), p. 6, the last paragraph.)

The court further stated:

“Although Zhang is not a signatory to the fee agreement, Zhang does not argue that she should not be subject to the fee agreement. The court, therefore, deems this an admission such that, to the extent that the dispute is arbitrable and the [Law] Firm has standing to enforce the arbitration provision, Zhang would be bound by the arbitration provision.”

(July 20 Minute Order, p. 6, the last two sentences in the last paragraph.)

The court ruled that the Law Firm had standing to enforce the arbitration provision as the successor-in-interest to the signatory, the Dacheng Law Firm Offices, LLP. (July 20 Minute Order, pp. 8-9.)

The court also ruled that the merits of the parties’ fee dispute was arbitrable because the arbitration clause stated that (1) the parties agreed that any disputes related to the Fee Agreement will be resolved by arbitration and (2) the amount of attorney’s fees due to the Law Firm was “related to” the Fee Agreement. (July 20 Minute Order, p. 7, the last paragraph.)

Given the above, the granted the petition to compel arbitration as to Respondent Zhang and ordered Zhang to arbitration. (July 20 Minute Order, p. 9, the third to last paragraph.)

With regards to Li, on August 17, 2020, the court granted Li’s motion to quash service of summons and denied the Law Firm’s motion to compel arbitration against Li as moot. (See Minute Order dated September 14, 2021 (“September 14 Minute Order”), p. 2, the second full paragraph.) On September 14, 2021, the court again granted another of Li’s motion to quash service of summons and again denied the Law Firm’s motion to compel arbitration against Li as moot. (September 14 Minute Order, p. 1.) No further orders or motions were made with regards to Li.

On April 27, 2022, at the “Post-Arbitration Status Conference as to Defendant Xiao Yan Zhang” hearing, counsels informed the court that the parties have completed arbitration and will move to confirm or vacate arbitration award. (See Minute Order dated April 27, 2022, p. 1.)

DISCUSSION

A.     Motion to Vacate or Alter Arbitration Award

On May 20, 2022, Respondent Zhang filed the instant motion to vacate or alter the arbitration award, arguing:

·         At the conclusion of the arbitration proceedings, the arbitrator, Hon. Rosalyn Chapman (Ret.) (the “Arbitrator”), found in favor of the Law Firm and issued an arbitration award for attorney fees and costs in the amount of $528,858 against Zhang.

·         The court should vacate or alter the arbitration award pursuant to Code of Civil Procedure section 1286.2(a)(4), because (1) Zhang is not bound by the Fee Agreement, and (2) therefore, the Arbitrator exceeded her powers in issuing the arbitration award as further explained below.

o   An arbitrator exceeds her powers when she issues an award that violates a party’s unwaivable statutory rights or contravenes an explicit legislative expression of public policy.

o   Under California Business and Professions Code section 6148, all attorney-client agreements for services that will reasonably exceed $1,000 must be in writing.

o   Here, Zhang and the Law Firm did not have any agreement in writing and during the arbitration proceedings, Zhang consistently argued that she is not bound by the Fee Agreement.

o   Indeed, neither this court (before it compelled Zhang to arbitration) nor the Arbitrator found that (1) Zhang was a signatory to the Fee Agreement, (2) consented to be bound by the Fee Agreement, or (3) that she otherwise waived her statutory right to a jury trial and agreed to arbitrate disputes with the Law Firm under the Fee Agreement.

o   Therefore, since the Fee Agreement was not signed by Zhang and the Law Firm did not comply with the Business and Professions Code, holding it enforceable against Zhang would violate her statutory rights.

·         The Arbitrator determined that Zhang was bound by the Agreement by applying the “law of the case doctrine,” but that doctrine is inapplicable to this case.

o   That doctrine is a judicial invention that is most often applied when the matter is fully briefed, there is an opportunity for oral argument, and the cause is decided by a written opinion.

o   Here, this court did not determine whether Zhang was bound by the Fee Agreement when it compelled her to arbitration. Instead, as stated above, the court found that Zhang had not argued that she should not be bound by the Fee Agreement. In addition, the court did not consider whether the Fee Agreement complied with the Business and Professions Code.

o   Therefore, the law of the case doctrine is inapplicable here.

·         California courts have vacated arbitration awards when the underlying contract violated the Business and Professions Code.

·         To summarize, the Business and Professions Code section 6148 requires attorneys to have written fee agreements with the clients in order to protect clients. Here, there was no such agreement between Zhang and the Law Firm. As a result, the Law Firm failed to comply with the Business and Professions Code and, therefore, (1) this court should not have compelled Zhang to arbitration and (2) she should not be bound by the terms of the arbitration award. Failure to vacate the award and dismiss Zhang will result in a violation of Zhang’s statutory rights.

In opposition, the Law Firm contends,

·         Generally, errors of law committed by the arbitrator, no matter how gross, are not grounds for challenging the arbitrator’s award under California law.

·         Here, the Arbitrator did not exceed her powers.

o   An arbitrator has the authority to find facts, interpret the contract, and award any relief rationally related to his or her factual findings, absent an express and unambiguous term in a contract.

o   It is black-letter law that an agent is liable for her own acts regardless of whether the principle is liable. In addition, a nonsignatory can be bound to arbitration as a third-party beneficiary.

o   Here, the Arbitrator found Zhang liable as a third-party beneficiary of the Fee Agreement as well as an authorized agent of Li in connection with the purchase of the property at issue and the settlement with the Trust. 

·         The evidence produced in the arbitral proceedings established that the Fee Agreement complied with Business and Professions Code section 6148.

o   Li was the Law Firm’s client. He was provided with working drafts of the proposed retainer, which were printed in both English and Chinese.

o   The terms of the agreement were discussed and negotiated between the Law Firm and Li, and Li discussed those terms with trusted executive members of his company.

o   Li was aware of the fact that he would be entitled to recover his attorney fees and costs if he was found to be the prevailing party.

o   Li signed the Fee Agreement.

·         Under the doctrine of invited error, when a party by its own conduct induces commission of an error, it may not claim in an appeal that the judgment should be reversed because of that error.

o   Here, as this court pointed out in its order granting the petition to compel arbitration, in her opposition to the petition, Zhang did not argue that she should not be subject to the Fee Agreement. In fact, Zhang failed to raise any of the issues she is now relying on in her current motion.

·         An error is considered “harmless” if it is not reasonably probable that a party would have obtained a more favorable result in its absence.

o   Here, Zhang argues that the Arbitrator wrongly determined that Zhang was bound to the Fee Agreement, in part, because of the law of the case doctrine when that doctrine is inapplicable to this case.

o   However, Zhang’s counsel “eschewed” Zhang’s opportunity for oral argument by submitting to the court’s order compelling Zhang to arbitration.

o   In addition, the Arbitrator did not exclusively rely on the law of the case doctrine but independently found that Zhang was bound by the arbitration agreement as a third-party beneficiary as well as her husband’s agent.

o   After taking all of the Arbitrator’s findings of fact and conclusions as a whole, it is not reasonably probable Zhang would have obtained a more favorable result in the absence of the Arbitrator relying on the law of the case doctrine.

·         For those reasons, the court should deny the motion to vacate or correct the arbitration award.

In reply, Zhang argues,

·         The opposition fails to address the Arbitrator’s “disregard of the fully dispositive nature” of the Law Firm’s failure to comply with mandatory requirements of Business and Professions Code section 6148, by failing to obtain a written fee agreement with its client, Zhang.

o   There is no question that the Law Firm represented Zhang in an attorney-client relationship.

o   However, law is clear that attorneys must have written fee agreements with their clients when the services to be rendered are likely to exceed $1,000.

o   In addition, attorney-client agreements that do not comply with the Rules of Professional Conduct have been found to violate public policy and are unenforceable.

o   Here, Zhang argued during the arbitration proceedings that the Law Firm failed to obtain a valid, written attorney-client agreement with her as required by the California Rules of Professional Conduct and the Business and Professions Code.

o   The Law Firm’s non-compliance with those rules of professional conduct and statute serves as a total bar to the Law Firm’s enforcement of its Fee Agreement against Zhang.

o   Therefore, by failing to analyze whether Zhang could be bound to an attorney-client agreement to which she is not a signatory, and then concluding that she in fact could be, the Arbitrator exceeded her powers and violated Ms. Zhang’s statutory rights.

·         The Law Firm argues that Zhang was a third-party beneficiary and therefore could be held liable for breach of the Fee Agreement. However, there is no case that stands for the proposition that a non-signatory to an attorney-client agreement can be bound to it.

·         The doctrine of invited error is inapplicable to this case.

o   Contrary to the Law Firm’s arguments, in her opposition to the petition, Zhang argued that the Law Firm did not submit evidence that either Li or Zhang ever signed a retainer agreement with the Law Firm and there was no evidence that the Law Firm had standing to enforce the Fee Agreement (and its arbitration clause) against Zhang.

o   Therefore, since Zhang made “similar” arguments during the hearing for the petition to compel arbitration as the ones she is making now, she should not be estopped from asserting her statutory rights.

·         The harmless error doctrine does not apply to the facts of this case.

o   The Law Firm’s arguments regarding the doctrine are unclear.

o   Although it is true as the Law Firm contends that Zhang “eschewed” the opportunity for oral argument in connection with the petition to compel arbitration, it is not clear how that supports the Law Firm’s current motion.

o   Further, while the Law Firm contends that the Arbitrator did not exclusively rely on the “law of the case doctrine” when finding Zhang was bound by the Fee Agreement, as stated above, there is no law that supports the proposition that Zhang, as Li’s agent, can be bound to an attorney-client agreement in contravention of the Rules of Professional Conduct and Business and Professions Code.

o   In any event, the Law Firm is incorrect that it is not reasonably probable that Zhang could have obtained a more favorable result in the absence of the errors because the Law Firm did not have any viable legal claim against Zhang.

·         In the end, the Law Firm’s opposition does not eliminate the fact that Zhang was not a party or signatory to the attorney-client agreement and any finding that she is liable for breach is a direct violation of her statutory rights.

·         For those reasons, the court should grant the petition to vacate and dismiss Zhang from this case so that the Law Firm only receives a judgment against Li.

B.      Petition to Confirm Arbitration Award

On June 1, 2022, the Law Firm filed its petition for order confirming the arbitration award, arguing:

·         On April 25, 2022, the Arbitrator issued a final corrected arbitration award providing that:

o   The Law Firm shall recover from Zhang and Li, separately and jointly, total damages of $484,091. That amount consists of in $76,096 damages for the breach of contract claim and $407,995 on the claim for breach of the implied covenant of good faith and fair dealing.

o   In addition, pursuant to JAMS Rule 24(g), Zhang and Li were to pay the Law Firm, separately and jointly, an additional $44,767, as the Law Firm’s share of JAMS arbitration fees and the Arbitrator’s compensation.

·         A true and correct copy of the award is attached to the Petition as Exhibit B.

·         The Law Firm is entitled to an order confirming the award pursuant to Code of Civil Procedure section 1285, and to have judgment entered in conformity therewith pursuant to section 1287.4.

·         The Law Firm is also entitled to prejudgment interest, attorney’s fees, and costs.

·         The Law Firm also asks for post-arbitration award under Civil Code § 3287(a).

In opposition, Zhang contends,

·         The court should deny the petition to confirm the arbitration award on two independent grounds.

·         First, the arbitration award should be vacated for the same reasons raised in her motion to vacate or alter the award.

·         Second, the Arbitrator expressly considered and rejected Petitioner’s claim for prejudgment interest and costs/attorney fees, thereby barring the re-litigation of those claims under the doctrine of res judicata

In reply, the Law Firm argues,

·         It withdraws its initial request for prejudgment interest, attorney’s fees, and costs as shown in its amended petition to confirm the arbitration award filed on August 15, 2022.

·         Accordingly, the court should enter an order confirming and judgment in conformance with the award, as well as award the Law Firm a post-arbitration award under Civil Code § 3287(a).

ANALYSIS

A.      Legal Standard

Under the California Arbitration Act (“CAA”), “[a]ny party to an arbitration in which an award has been made may petition the court to confirm, correct or vacate the award.” (Code Civ. Proc., § 1285.) “A response to [the] petition … may request the court to dismiss the petition or to confirm, correct or vacate the award.” (Code Civ. Proc., § 1285.2.) “A petition … shall: ¶ (a) Set forth the substance of or have attached a copy of the agreement to arbitrate unless the petitioner denies the existence of such an agreement. ¶ (b) Set forth names of the arbitrators. ¶ (c) Set forth or have attached a copy of the award and the written opinion of the arbitrators, if any.” (Code Civ. Proc., § 1285.4.) If the petition does not, the response shall set forth those things. (Code Civ. Proc., § 1285.6.)

“A petition to correct or vacate an award, or a response requesting such relief, shall set forth the grounds on which the request for such relief is based.” (Code Civ. Proc., § 1285.8.)

The court “shall vacate the award if” it determines any of the following:

(1)   The award was procured by corruption, fraud or other undue means.

(2)   There was corruption in any of the arbitrators.

(3)   The rights of the party were substantially prejudiced by misconduct of a neutral arbitrator.

(4)   The arbitrators exceeded their powers and the award cannot be corrected without affecting the merits of the decision upon the controversy submitted.

(5)   The rights of the party were substantially prejudiced by the refusal of the arbitrators to postpone the hearing … to hear evidence material to the controversy or by other conduct of the arbitrators contrary to the provisions of this title.

(6)   An arbitrator making the award either: (A) failed to disclose … a ground for disqualification …; or (B) was subject to disqualification … but failed upon receipt of timely demand to disqualify himself or herself ….

(Code Civ. Proc., § 1286.2 [emphasis added].)

Those grounds for vacating an arbitration award are exclusive. (Moncharsh v. Heily & Blase (1992) 3 Cal.4th 1, 19 (“Moncharsh”) [“[A]n arbitrator’s award cannot be ‘impeached’ merely because it contained an error of law, and that even if it could, section 386 of the Civil Practice Act (then codified verbatim in former section 1287) set forth the exclusive grounds to vacate an award”].)

The court “shall” correct (or alter) an arbitration award if it determines that: “(a) There was an evident miscalculation of figures or an evident mistake in the description of any person, thing or property referred to in the award; ¶ (b) The arbitrators exceeded their powers but the award may be corrected without affecting the merits of the decision upon the controversy submitted; or ¶ (c) The award is imperfect in a matter of form, not affecting the merits of the controversy.” (Code Civ. Proc., § 1286.6 [emphasis added].)

“If the award is vacated, the court may order a rehearing before new arbitrators.” (Code Civ. Proc., § 1287 [emphasis added].) “If the award is vacated on the grounds set forth in paragraph (4) [arbitrators exceeded their powers] or (5) [arbitrators did not hear material evidence or engaged in other conduct contrary to the CAA] of subdivision (a) of Section 1286.2, the court with the consent of the parties to the court proceeding may order a rehearing before the original arbitrators.” (Code Civ. Proc., § 1287 [emphasis added].)

“If an award is confirmed, judgment shall be entered in conformity therewith. The judgment so entered has the same force and effect as, and is subject to all the provisions of law relating to, a judgment in a civil action of the same jurisdictional classification; and it may be enforced like any other judgment of the court in which it is entered, in an action of the same jurisdictional classification.” (Code Civ. Proc., § 1287.4.)

B.      Motion to Vacate or Alter the Arbitration Award

Respondent Zhang moves to vacate or alter the arbitration award under Code of Civil Procedure section 1286.2, subdivision (4), contending that the Arbitrator exceeded her powers.

Zhang’s argument can be summarized as follows. An arbitrator exceeds her powers when she issues an award that violates a party’s statutory rights. Business and Professions Code section 6148 requires all attorney-client agreements for services that will reasonably exceed $1,000 to be in writing. Here, Zhang and the Law Firm did not have any agreement in writing. In addition, during the arbitration proceedings, Zhang consistently argued that she is not bound by the Fee Agreement. Indeed, neither this court (before it compelled Zhang to arbitration) nor the Arbitrator found that (1) Zhang was a signatory to the Fee Agreement, (2) consented to be bound by the Fee Agreement, or (3) that she otherwise waived her statutory right to a jury trial and agreed to arbitrate disputes with the Law Firm under the Fee Agreement. The Law Firm’s non-compliance with the Rules of Professional Conduct and Business and Professions Code concerning written fee agreements serves as a total bar to the Law Firm’s enforcement of its Fee Agreement against Zhang. Therefore, by failing to analyze whether Zhang could be bound to an attorney-client agreement to which she is not a signatory, and then concluding that she in fact could be, the Arbitrator exceeded her powers and violated Zhang’s statutory rights. California courts have vacated arbitration awards when the underlying contract violated the Business and Professions Code.

In opposition, Petitioner argues that the Arbitrator did not exceed her powers. The Arbitrator had the authority to find facts, interpret the Fee Agreement, and award any relief rationally related to his or her factual findings, absent an express and unambiguous term in the contract. Here, the Arbitrator found Zhang liable as a third-party beneficiary of the Fee Agreement as well as an authorized agent of Li in connection with the purchase of the property at issue and the settlement with the Trust.  In addition, the evidence produced during the arbitral proceedings established that the Fee Agreement complied with Business and Professions Code section 6148. In addition, as this court pointed out in its order granting the petition to compel arbitration, Zhang did not argue (in her opposition to the petition) that she should not be subject to the Fee Agreement. In fact, Zhang failed to raise any of the issues she is now relying on in her current motion. Under the doctrine of invited error, when a party by its own conduct induces commission of an error, it may not claim in an appeal that the judgment should be reversed because of that error. Moreover, an error is considered “harmless” if it is not reasonably probable that a party would have obtained a more favorable result in its absence. Here, Zhang argues that the Arbitrator wrongly determined that Zhang was bound to the Fee Agreement, in part, because of the law of the case doctrine when that doctrine is inapplicable to this case. However, Zhang’s counsel submitted to this court’s ruling granting the Law Firm’s petition to compel arbitration and, therefore, relinquished Zhang’s opportunity for oral argument. In addition, the Arbitrator did not exclusively rely on the law of the case doctrine but independently found that Zhang was bound by the arbitration agreement as a third-party beneficiary as well as her husband’s agent. Therefore, it is not reasonably probable Zhang would have obtained a more favorable result in the absence of the Arbitrator relying on the law of the case doctrine.

Zhang’s reply argues the following, among other things. The Law Firm argues that Zhang was a third-party beneficiary and therefore could be held liable for breach of the Fee Agreement. However, there is no case that stands for the proposition that a non-signatory to an attorney-client agreement can be bound to it. In addition, the doctrine of invited error is inapplicable to this case.  Contrary to the Law Firm’s arguments, in her opposition to the petition, Zhang argued that the Law Firm did not submit evidence that either Li or Zhang ever signed a retainer agreement with the Law Firm and there was no evidence that the Law Firm had standing to enforce the Fee Agreement (and its arbitration clause) against Zhang. Therefore, since Zhang made “similar” arguments during the hearing for the petition to compel arbitration as the ones she is making now, she should not be estopped from asserting her statutory rights. In addition, even though the Law Firm’s arguments regarding the harmless doctrine are unclear, the doctrine is inapplicable to this case. Although it is true as the Law Firm contends that Zhang “eschewed” the opportunity for oral argument in connection with the petition to compel arbitration, it is not clear how that supports the Law Firm’s current motion. Further, while the Law Firm contends that the Arbitrator did not exclusively rely on the “law of the case doctrine” when finding Zhang was bound by the Fee Agreement, as stated above, there is no law that supports the proposition that Zhang, as Li’s agent, can be bound to an attorney-client agreement in contravention of the Rules of Professional Conduct and Business and Professions Code. In any event, the Law Firm is incorrect that it is not reasonably probable that Zhang could have obtained a more favorable result in the absence of the errors because the Law Firm did not have any viable legal claim against Zhang to begin with.

            A copy of the arbitration award the Arbitrator issued on April 25, 2022 (the “Award”), is attached to the declaration of Sean McNally filed on May 20, 2022, as Exhibit 3. (McNally Decl., ¶ 5.) The court notes that according to the Award, Li was joined as a respondent to the arbitration proceedings. (McNally Dec., Exhibit 3, p. 2, bottom of page [“On February 9, 2022, Hon. Rosalyn Chapman (Ret.) was appointed Arbitrator by JAMS following selection by the Parties, Claimant Zhong Lun Law Firm LLP (‘Claimant’ or the ‘Law Firm’) and Respondent Xiao Yan Zhang. Subsequently, Hailin Li was joined as a respondent with Xiao Yan Zhang (collectively, ‘Respondents’)”].)

“‘“When parties agree to leave their dispute to an arbitrator, they are presumed to know that his award will be final and conclusive....” [Citation.]’” (Moncharsh, supra, 3 Cal.4th at p. 10.) “This expectation of finality strongly informs the parties’ choice of an arbitral forum over a judicial one.” (Ibid.) “Ensuring arbitral finality thus requires that judicial intervention in the arbitration process be minimized.” (Ibid.)

“Moreover, ‘[a]rbitrators, unless specifically required to act in conformity with rules of law, may base their decision upon broad principles of justice and equity, and in doing so may expressly or impliedly reject a claim that a party might successfully have asserted in a judicial action.’ [Citations.]” (Moncharsh, supra, 3 Cal.4th at pp. 10–11.)

“Thus, both because it vindicates the intentions of the parties that the award be final, and because an arbitrator is not ordinarily constrained to decide according to the rule of law, it is the general rule that, ‘“The merits of the controversy between the parties are not subject to judicial review.”’ [Citations.]” (Moncharsh, supra, 3 Cal.4th at p. 11.)

Indeed, “[t]he scope of judicial review of arbitration awards is extremely narrow. Courts may not review the merits of the controversy, the sufficiency of the evidence supporting the award, or the validity of the arbitrator’s reasoning.” (Dept. of Personnel Admin. v. Cal. Correctional Peace Officers Ass'n (2007) 152 Cal.App.4th 1193, 1200 [emphasis added].) “With limited exceptions, ‘“an arbitrator’s decision is not generally reviewable for errors of fact or law, whether or not such error appears on the face of the award and causes substantial injustice to the parties.”’ [Citations.]” (Ibid.)

In any case, “the question of the reviewability of the arbitrator’s award must be independent of [a court’s] conclusion whether the award should be upheld.” (Board of Education v. Round Valley Teachers Assn. (1996) 13 Cal.4th 269, 276 [“Board of Education”].)

1.      Whether the Court Can Review the Arbitration Award

Code of Civil Procedure section 1286.2, subdivision (d), “provides for vacation of an arbitration award when ‘The arbitrators exceeded their powers, and the award cannot be corrected without affecting the merits of the decision upon the controversy submitted.’” (Moncharsh, supra, 3 Cal.4th at p. 28.)

However, “[i]t is well settled that ‘arbitrators do not exceed their powers merely because they assign an erroneous reason for their decision.’ [Citations.] A contrary holding would permit the exception to swallow the rule of limited judicial review; a litigant could always contend the arbitrator erred and thus exceeded his powers.” (Moncharsh, supra, 3 Cal.4th at p. 28 [emphasis added].)

Therefore, to the extent that Zhang is arguing that the Arbitrator exceeded her powers merely because she reached an erroneous decision, that is not enough to warrant judicial review or vacation of the Award.

Zhang argues that California courts have vacated arbitration awards when the underlying contract violated the Business and Professions Code. For example, she contends the following. In Loving & Evans v. Blick (1949) 33 Cal.2d 603, 614 (“Loving & Evans”) the Court of Appeal held that an arbitrator could not enforce a contract that was void due to a party’s failure to comply with licensing requirements for contractors under the Business and Professions Code. In All Points Traders, Inc. v. Barrington Assocs. (1989) 211 Cal.App.3d 723, 738 (“All Points Traders”), the Court of Appeal refused to enforce an arbitration provision in an attorney-client agreement that had not been clearly and fully explained to the client.

However, the issues that Zhang presents in her motion are distinguishable from the ones raised in Loving and All Points Traders.

As the California Supreme Court recognized in Moncharsh, “Loving & Evans, supra, 33 Cal.2d 603, 204 P.2d 23, involved a dispute about money due on a construction contract for remodeling done on appellant Blick’s premises.” (Moncharsh, supra, 3 Cal.4th at p. 31.)

“In his pleading before the arbitrator, Blick claimed as a ‘separate and special defense’ that respondent contractors could not legally recover because they were unlicensed in violation of the Business and Professions Code.” (Moncharsh, supra, 3 Cal.4th at p. 31.) “The arbitrator found in respondents’ favor, and [the respondents] moved to confirm the award. Blick objected to the award on grounds that one of the respondents was unlicensed in violation of the [Business and Professions Code].” (Ibid.)

 “The trial court granted the motion to confirm” the arbitration award in Loving but the California Supreme Court reversed holding that “‘the rules which give finality to the arbitrator’s determination of ordinary questions of fact or of law are inapplicable where the issue of illegality of the entire transaction is raised in a proceeding for the enforcement of the arbitrator’s award.’ [Citation.]” (Moncharsh, supra, 3 Cal.4th at p. 31 [italics in original].)

The Court of Appeal reached a similar result in All Points Traders. (Moncharsh, supra, 3 Cal.4th at p. 31.) “In that case, Barrington Associates [“Barrington”], an investment banking firm, sought payment of a commission for its assistance in negotiating the transfer of all the corporate stock of appellant All Points Traders. The arbitrator found in Barrington's favor and the trial court confirmed the award.” (Id. at pp. 31–32.) “Nevertheless, the Court of Appeal reversed, finding the commission agreement between the parties was invalid and unenforceable in its entirety because Barrington did not hold a real estate broker's license as required by Business and Professions Code section 10130 et seq.” (Id. at p. 32.) “The appellate court reasoned that ‘The Legislature selected the specific means to protect the public and has expressed its intention in section 10136 [prohibiting an unlicensed broker from bringing an action to collect a commission],’ and that ‘Enforcement of the contract for a commission would be in direct contravention of the statute and against public policy.’ [All Points Traders, supra, at p. 738.]” (Ibid. [italics in original].)

In short, the California Supreme Court noted, “[b]oth [Loving] and [All Points Traders], permitted judicial review of an arbitrator’s ruling where a party claimed the entire contract or transaction was illegal.” (Moncharsh, supra, 3 Cal.4th at p. 32 [emphasis added].)

Here, unlike Loving and All Points Traders, Zhang is not arguing that the entire Fee Agreement entered into between Li and the Law Firm is illegal or even that the Fee Agreement violated the Business and Professions Code. If anything, she is arguing that the Award itself (which awarded the Law Firm attorney’s fees and costs) is illegal as to Zhang because there was never a written attorney-client fee agreement between Zhang and the Law Firm as required by the Business and Professions Code. In addition, that she was not bound by and should not have been compelled to arbitrate under the Fee Agreement in the first place. However, those issues are very different from the ones raised in Loving and All Points Traders. (See Moncharsh, supra, 3 Cal.4th at p. 32 [“Both [Loving] and [All Points Traders], permitted judicial review of an arbitrator’s ruling where a party claimed the entire contract or transaction was illegal. By contrast, Moncharsh challenges but a single provision of the overall employment contract. Accordingly, neither Loving & Evans, supra, nor All Points Traders, supra, authorizes judicial review of his claim”].)

Accordingly, the court finds that neither Loving nor All Points Traders authorize judicial review of the Award.

Zhang also cites Lawrence v. Walzer & Gabrielson (1989) 207 Cal.App.3d 1501 (“Lawrence”) Lawrence to support her argument that California courts have vacated arbitration awards when the underlying contract violated the Business and Professions Code or Rules of Professional Conduct. She argues that in that case, the Court of Appeal refused to enforce an arbitration provision in an attorney-client agreement that had not been clearly and fully explained to the client.

In Lawrence, a law firm appealed a denial of their petition to compel arbitration of a legal malpractice action that their former client brought against them. (Lawrence, supra, 207 Cal.App.3d at p. 1503.) The law firm argued that the retainer agreement signed by the plaintiff compelled arbitration of the legal malpractice action. (Ibid.) The plaintiff “asserted, and the [trial] court below believed, she did not understand that by signing the letter she was agreeing to submit any future malpractice claim to arbitration.” (Id. at p. 1507.) The Court of Appeal in Lawrence affirmed the trial court’s decision denying the petition to compel arbitration explaining as follows.

“‘Although an express waiver of jury trial is not required [citation], by agreeing to arbitration, the [client] does forfeit a valuable right. The law ought not to decree a forfeiture of such a valuable right where the [client] has not been made aware of the existence of an arbitration provision or its implications.’” (Lawrence, supra, 207 Cal.App.3d at p. 1507 [emphasis added].) “Absent notification and at least some explanation, the [client] cannot be said to have exercised a ‘real choice’ in selecting arbitration over litigation.” (Ibid.) In Lawrence, the “arbitration clause … was part of a retainer agreement drafted by defendant attorneys and presented to the plaintiff client for her signature. It was not the product of negotiation.” (Ibid.) “Accordingly, like the trial court, [the Court of Appeal] conclude[d] [the] plaintiff did not agree to binding arbitration of her claims of legal malpractice and breach of fiduciary duty,” and affirmed the order denying the petition to compel arbitration. (Id. at p. 1508.)

Therefore, Lawrence’s holding (affirming the trial court’s decision to deny a petition to compel arbitration) was based on the well-settled law that if a plaintiff did not agree to arbitration of her claims, then she should not be compelled to arbitration.

Here, Zhang argues that (1) she was never bound to the Fee Agreement (and therefore its arbitration provision) in the first place, (2) she raised a similar argument in her opposition to the Law Firm’s petition to compel arbitration, and (3) as this court noted in its minute order granting the petition, she never argued that she was not bound by the Fee Agreement.

The third argument is puzzling because if Zhang never disputed that she was bound by the Fee Agreement and, therefore, the court compelled her to arbitration, then she waived that argument.

Nevertheless, the court addresses Zhang’s arguments because Zhang implies that the court erred in compelling her to arbitration pursuant to the arbitration provision in the Fee Agreement.  

Pursuant to Evidence Code section 452 subdivision (d), the court takes judicial notice of the Law Firm’s petition to compel arbitration (“Petition”) filed on January 31, 2020, Zhang’s opposition to the petition filed on March 20, 2020 (“Opposition to Compel”), the declaration Zhang’s counsel filed in support of the Opposition to Compel on March 20, 2020, the Law Firm’s reply to the opposition filed on April 21, 2020, and the court’s minute order granting the petition to compel arbitration on July 20, 2020 (“July 20 Minute Order”).          

Under California law, “[t]he burden of persuasion is always on the … party [moving to compel arbitration] to prove the existence of an arbitration agreement with the opposing party by a preponderance of the evidence ….” (Gamboa v. Northeast Community Clinic (2021) 72 Cal.App.5th 158, 169 (“Gamboa”).) 

“However, the burden of production may shift in a three-step process.”  (Gamboa, supra, 72 Cal.App.5th at p. 165.)

“First, the moving party bears the burden of producing ‘prima facie evidence of a written agreement to arbitrate the controversy.’ [Citation.]” (Gamboa, supra, 72 Cal.App.5th at p. 165.) “[D]efendants may meet their initial burden to show an agreement to arbitrate by attaching a copy of the arbitration agreement purportedly bearing the opposing party’s signature.” (Espejo v. Southern California Permanente Medical Group (2016) 246 Cal.App.4th 1047, 1060; see also Bannister v. Marinidence Opco, LLC (2021) 64 Cal.App.5th 541 [“The party seeking arbitration can meet its initial burden by attaching to the petition a copy of the arbitration agreement purporting to bear the respondent's signature”].) 

“If the moving party meets its initial prima facie burden and the opposing party disputes the agreement, then in the second step, the opposing party bears the burden of producing evidence to challenge the authenticity of the agreement.” (Gamboa, supra, 72 Cal.App.5th at p. 165.) However, “[i]f the moving party meets its initial prima facie burden and the opposing party does not dispute the existence of the arbitration agreement, then nothing more is required for the moving party to meet its burden of persuasion.” (Ibid.)

“If the opposing party meets its burden of producing evidence, then in the third step, the moving party must establish with admissible evidence a valid arbitration agreement between the parties. The burden of proving the agreement by a preponderance of the evidence remains with the moving party.” (Gamboa, supra, 72 Cal.App.5th at pp. 165–166.)

Here, the court found that the Law Firm met its burden of persuasion for the following reasons.

The Law Firm met its initial burden through the following. In its verified Petition, the Law Firm alleged the following with regards to Zhang. “Because Respondent HAILIN LI’s corporate interests have their principal place of business in the People’s Republic of China, he authorized his wife, Respondent XIAO YAN ZHANG to act his agent for the purchase and sale of real property owned by the Eric R. Carson Living Trust.” (Petition, ¶ 6 [emphasis added].) “In this capacity, XIAO YAN ZHANG, in consultation with her husband, executed all the documents necessary to consummate purchase and sale of Pauba Ranch with the understanding she would transfer and include her husband on title to the real property at the close of escrow. For this very same reason, Respondent HAILIN LI informed and instructed the FIRM that his wife would also be acting as his authorized agent for the purpose of prosecuting the claims against the Eric R. Carson Living Trust.” (Petition, ¶ 6 [emphasis added].) Therefore, on May 8, 2015, the Law Firm entered into a written “Attorney Client Fee Retainer Agreement [the Fee Agreement] with Respondent HAILIN LI wherein the parties agreed [the Law Firm] was to: ¶ ‘2. . . . provide legal advisory in the matters involving the enforcement of a residential purchase agreement dated April 10, 2015 against Eric R. Carson Living Trust (the ‘Seller’).” (Petition, ¶ 3.) A copy of the “relevant portions” of the Fee Agreement was attached to the Petition as Exhibit A, Paragraph 11 of the Fee Agreement stated that “any disputes related to this Agreement will be resolved by Arbitration,” and Page 8 of the Fee Agreement contained a signature underneath a typed name of “Hailin Li.” (Petition, ¶ 4; Exhibit A.)

            It is true as Zhang argues, that in her Opposition to Compel, she made a “similar” argument to the one that she is making now, that she was not a signatory of the Fee Agreement.

However, Zhang did not argue (as she is now) that she was a nonsignatory of the Fee Agreement and therefore she was not bound by the Fee Agreement or its arbitration agreement.

Instead, she argued that she was a nonsignatory and, therefore, the Law Firm as another nonsignatory to the Fee Agreement could not compel her to arbitration based on the arbitration agreement in the Fee Agreement. See below:

Likewise, the ‘estoppel’ exception to enforcement of an arbitration agreement by a non-signatory does not apply: ‘[A] signatory plaintiff who sues on a written contract containing an arbitration clause may be estopped from denying arbitration if he sues nonsignatories as related or affiliated persons with the signatory entity.’ JSM Tuscany, LLC v. Superior Court, 193 Cal. App. 4th 1222, 1238 (2011). Here, Mme. Zhang has never sought to enforce the provisions of the Retainer Agreement against Zhong Lun. Moreover, neither Zhong Lun nor Mme. Zhang are signatories. See Nguyen v. Tran, 157 Cal. App. 4th 1032, 1038 (2007) (parties found no authority ‘to support the proposition that one nonsignatory party has the right to invoke an arbitration clause against another nonsignatory party[.]’) In sum, Zhong Lun has not carried its burden to demonstrate a right to enforce the arbitration provision in the Retainer Agreement.

(Opposition to Compel, section titled “Zhong Lun does not have Standing to Enforce the Arbitration Provision Because it is not a Party to the Retainer Agreement,” p. 8:14-23 [emphasis added].)

            Therefore, in granting the Law Firm’s Petition to Compel Arbitration, the court recognized the different analysis it would have to engage in if Zhang argued as she is arguing now that she was a nonsignatory of the Fee Agreement and therefore she was not bound by the arbitration agreement.

If Zhang made the argument she is making now, she would have been disputing the existence of a valid arbitration agreement between herself and the Law Firm through the agency principles alleged in the Petition. Therefore, based on the second step of the burden-shifting analysis set forth above, the court would have had to determine whether Zhang had met her burden of producing evidence to challenge the authenticity of the arbitration agreement.

Instead, Zhang argued that she was a nonsignatory and therefore the Law Firm as another nonsignatory cannot compel her to arbitration.

Accordingly, the court stated:

Although Zhang is not a signatory to the fee agreement, Zhang does not argue that she should not be subject to the fee agreement. The court, therefore, deems this an admission such that, to the extent that the dispute is arbitrable and the Firm has standing to enforce the arbitration provision, Zhang would be bound by the arbitration provision.

(July 20 Minute Order, p. 6, last paragraph.)

            Given the above understanding of Zhang’s opposition, the court went on to find that the parties’ fee dispute fell within the scope of the arbitration agreement and the law firm had standing to enforce the arbitration provision as a successor-of-interest of the signatory law firm. (July 20 Minute Order, pp. 7-9.) Therefore, the court granted the petition to compel arbitration as to Zhang. (July 20 Minute Order, p. 9, the last full paragraph.)

            It must be emphasized that the burden was on Zhang as the party opposing the petition to compel arbitration, to challenge through a preponderance of the evidence that an arbitration agreement does not exist.

Here, the Law Firm alleged in its Petition that Zhang was an agent of Li and, therefore, moved to compel arbitration of its claims against her on that theory. (Petition, ¶ 6; see Jensen v. U-Haul Co. of California (2017) 18 Cal.App.5th 295, 300 [“[t]here are circumstances under which persons who have not signed an agreement to arbitrate are bound to do so. One treatise has stated that there are ‘six theories by which a nonsignatory may be bound to arbitrate: ‘(a) incorporation by reference; (b) assumption; (c) agency; (d) veil-piercing or alter ego; (e) estoppel; and (f) third-party beneficiary.”’ [Citation]”].)

However, Zhang did not produce any evidence challenging the Law Firm’s contention that she was an agent of Li. On the contrary, in her declaration filed in support of Zhang’s Opposition to Compel, Zhang’s counsel attested to the following. “The underlying action in this matter was filed on behalf Mme. Zhang against the Eric R. Carson Living Trust (“Carson”) in Riverside Superior Court, Case No. RIC 1506075 and sought a declaration that Carson’s agreement to sell a ranch (the Pauba Ranch) to Mme. Zhang was valid and enforceable.” (Declaration of Pamela S. Palmer, filed on March 20, 2020 (“Palmer Decl.”), ¶ 3 [emphasis added].) Therefore, Zhang failed to meet her burden in showing that a valid, written arbitration agreement did not exist between her and the Law Firm on the ground that she was Li’s agent.

            Zhang cannot now argue that she was not bound by the arbitration agreement in the Fee Agreement because she was never a signatory to the agreement. However, it is evident from the instant motion that she argued that point in the arbitration proceedings and the Arbitrator (for reasons the court does not yet have grounds to review) ruled in favor of the Law Firm.

Accordingly, the court finds that Lawrence does not authorize judicial review of the Award.

The last case that Zhang cites to support her argument that California courts have vacated arbitration awards that violated parties’ statutory rights is Board of Education.

In Board of Education, the California Supreme Court held that “section 44929.21 [of the Education Code] preempt[ed] the procedural protections contained in [a] collective bargaining agreement [between a teacher’s association and a unified school district], and that the arbitrator exceeded his powers in [that] case by purporting to give effect to those preempted provisions.” (Board of Education, supra, 13 Cal.4th at p. 272.) Therefore, “[b]ecause the arbitrator exceeded his powers by enforcing provisions of the preempted agreement, [the Court] vacate[d] his award pursuant to Code of Civil Procedure section 1286.2, and [Moncharsh].” (Ibid.)

Here, unlike in Board of Education, Zhang is not arguing that there was an agreement between the parties that violated a statute ab initio. Instead, as stated above in the court’s discussion of Loving and All Points Traders, she is arguing that a written fee agreement never existed between the parties in violation of the Business and Professions Code and implies that the Award itself is illegal because of that.

However, although Zhang acknowledges that the Arbitrator found that she was a third-party beneficiary of the Fee Agreement, Zhang argues that there is no case that stands for the proposition that a non-signatory to an attorney-client agreement can be bound to it. Contrary to Zhang’s contentions, there are cases that support the contention that a nonsignatory can be bound to an attorney-client agreement as a third-party beneficiary. (Cf. B.L.M. v. Sabo & Deitsch (1997) 55 Cal.App.4th 823, 832 [“In order to show a duty was owed to a third party beneficiary of a legal services agreement the third party must show that ‘that was the intention of the purchaser of the legal services—the party in privity,’ and that ‘imposition of the duty carries out the prime purpose of the contract for services.’ [Citation]”]; Zenith Ins. Co. v. O'Connor (2007) 148 Cal.App.4th 998, 1008 [“An essential predicate for establishing an attorney’s duty of care under an ‘intended beneficiary’ theory is that both the attorney … and the client … must have intended [the third party] to be the beneficiary of legal services [the attorney] was to render”].)

            At its essence, what Zhang’s motion boils down to is the idea that the Arbitrator relied on erroneous reasoning to issue the Award. However, as stated in the beginning of the court’s discussion of the instant motion, “[i]t is well settled that ‘arbitrators do not exceed their powers merely because they assign an erroneous reason for their decision.’ [Citations.]” (Moncharsh, supra, 3 Cal.4th at p. 28 [emphasis added].)

For those reasons, the court finds that Zhang has not established any grounds for authorizing judicial review of the Award.

Accordingly, the court DENIES Zhang’s motion to vacate or alter the arbitration award. 

2.      Conclusion

Respondent Xiao Yan Zhang’s motion to vacate or alter arbitration award is DENIED.

C.      Petition to Confirm the Arbitration Award

The Law Firm’s counsel attests to the following facts. On April 25, 2022, the Arbitrator issued a final corrected arbitration award providing that:

1.      Zhong Lun Law Firm LLP shall recover from Xiao Yan Zhang and Hailin Li, separately and jointly, total damages in the amount of $484,091, based on the following:

a.      Damages in the amount of $76,096 on the claim for breach of contract; and

b.      Damages in the amount of $407,995 on the claim for breach of the implied covenant of good faith and fair dealing.

2.      Xiao Yan Zhang and Hailin Li, separately and jointly, shall pay Zhong Lun Law Firm LLP’s share of JAMS arbitration fees and the Arbitrator’s compensation, totaling $44,767, pursuant to JAMS Rule 24(g).

(Declaration of Dick P. Sindicich (“Sindicich Decl.”), ¶ 4; Exhibit B – a copy of the corrected Final Award, p. 20.)

In addition to the above arbitration award, the Law Firm seeks (a) attorney’s fees or costs it incurred when it filed its petition to compel arbitration in the amount of $1,062.49, (b) prejudgment interest in the amount of $484,091, and (c) a post-arbitration award under Civil Code section 3287, subdivision (a), in the amount of $9,108.11. (Sindicich Decl., ¶¶ 9, 10; Exhibits F, G, and H.)

Therefore, the Law Firm is seeking a judgment of $1,023,119.6 total against Li and Zhang, jointly and severally.

In opposition, Zhang contends that the court should deny the petition to confirm the arbitration award on two independent grounds. First, the arbitration award should be vacated for the same reasons raised in her motion to vacate or alter the award. Second, the Arbitrator expressly considered and rejected Petitioner’s claim for prejudgment interest and costs/attorney fees, thereby barring the re-litigation of those claims under the doctrine of res judicata.

However, the court has denied Zhang’s motion to vacate or alter the arbitration award.

In addition, in its reply to Zhang’s opposition, the Law Firm states that it “hereby withdraws its claims for any contractual prejudgment interest [$484,091] and attorneys’ fees and costs [$1,062.49].” (Reply filed August 12, 2022, p. 4:18-25.)

Therefore, according to its reply, the Law Firm is now seeking a total judgment of $537,966.11 against Li and Zhang, jointly and severally, which consists of the arbitration award ($528,858) and post-arbitration award interest ($9,108.11).

With regards to the Law Firm’s request for post-award interest, California courts have awarded such interest under Civil Code section 3286, subdivision (a). “That section provides in pertinent part: ‘Every person who is entitled to recover damages certain, or capable of being made certain by calculation, and the right to recover which is vested in him upon a particular day, is entitled also to recover interest thereon from that day....’” (Pierotti v. Torian (2000) 81 Cal.App.4th 17, 27.) For example, “[i]n [Britz, Inc. v. Alfa–Laval Food & Dairy Co. (1995) 34 Cal.App.4th 1085], the court held that a successful party to arbitration is entitled to post-award, pre-judgment interest under Civil Code section 3287, subdivision (a).” (Pierotti v. Torian, supra, 81 Cal.App.4th at p. 27.)  This is because under Code of Civil Procedure section 1287.6, “an arbitration award that has not been confirmed or vacated has the same force and effect as a contract in writing between the parties.” (Tenzera, Inc. v. Osterman (2012) 205 Cal.App.4th 16, 22.)

For the reasons set forth above, the court GRANTS the Law Firm’s petition to confirm the final corrected arbitration award issued on April 25, 2022, and request for post-arbitration award interest for a total judgment of $537,966.11.

ORDERS

The Court DENIES Respondent Xiao Yan Zhang’s motion to vacate or alter arbitration award.

The Court GRANTS Petitioner Zhong Lun Law Firm LLP’s petition for order confirming arbitration award as amended on August 15, 2022, and request for post-arbitration award interest for a total judgment of $537,966.11. The court orders the Petitioner to file and serve a proposed order within ten (10) days of this ruling.