John W Ambrecht vs Marc A DePaco et al

Case Number

Case Type Civil Law & Motion Hearing Date / Time Fri, 08/28/2026 - 10:00 Nature of Proceedings Motion for Summary Judgment Tentative Ruling Tentative not yet posted.

Tentative Ruling: John W Ambrecht v Marc A DePaco et al Tentative Ruling: John W Ambrecht v Marc A DePaco et al Case Number

Case Type Civil Law & Motion Hearing Date / Time Fri, 08/28/2026 - 10:00 Nature of Proceedings Motion: Summary Judgment/Adjudication Tentative Ruling For all the reasons stated herein, the motion for summary adjudication as to the first cause of action for breach of contract in the second amended cross-complaint is denied.

Background: On February 13, 2024, plaintiff John W. Ambrecht (Ambrecht) initiated this action by filing a complaint against defendants Mark A. DePaco (DePaco) and DT Law Partners, LLP (DT Law), alleging four causes of action for (1) breach of contract, (2) conversion, (3) breach of fiduciary duty, and (4) accounting.

On April 15, 2024, Ambrecht filed the operative first amended complaint (FAC) against DePaco and DT Law which added a fifth cause of action for elder abuse.

As alleged in the FAC: Ambrecht is an 80-year-old attorney whose practice deals primarily with estate planning. (FAC, P. 8.) In June 2021, Ambrecht joined DT Law pursuant to an agreement under which Ambrecht would keep his book of business and receive 100 percent of collected billables less agreed upon overhead costs. (FAC, P. 10.)

Under that agreement, DePaco and DT Law would not make any profit from Ambrecht's clients during the time Ambrecht continued to work. (FAC, P. 10.) In 2022 and 2023, DePaco and DT Law collected money from Ambrecht's clients but did not remit the amounts owed to Ambrecht. (FAC, P. 13.)

On June 7, 2024, DePaco and DT Law filed an answer to the FAC generally denying its allegations and asserting twenty-four affirmative defenses.

On September 15, 2025, after motion practice over the first amended cross-complaint, DePaco and DT Law filed the operative second amended cross-complaint (SACC) against Ambrecht and cross-defendant Leticia Martinez (Martinez) alleging three causes of action for (1) breach of contract (against Ambrecht only), (2) fraud (against Martinez only), and (3) intentional interference with contractual relations (against Ambrecht only).

As alleged in the SACC: DePaco and David Tappeiner (Tappeiner) formed DT Law pursuant to a partnership agreement (Partnership Agreement) dated June 29, 2020. (SACC, P. 7.) DePaco was DT Law's managing partner. (SACC, P. 9.) In November 2020, Ambrecht approached DT Law regarding a potential working relationship between his firm, Ambrecht & Associates LLP (A&A), and DT Law. (SACC, P. 11.) In December 2020, Ambrecht and DT Law discussed an arrangement (Arrangement) whereby DT Law would procure and make available to Ambrecht an adjoining suite, and Ambrecht would reimburse DT Law for certain costs and transition his book of business to DT Law once Ambrecht wound down his practice. (SACC, P. 13.)

In July 2021, the parties agreed to a first modification of the Arrangement (First Modification) pursuant to which DT Law assumed many of Ambrecht's direct operational costs and streamlined Ambrecht's billing and collections in exchange for an administrative fee. (SACC, P.P. 17 & 19.) DT Law become the direct employer of Ambrecht's team. (SACC, P. 18.)

In August 2021, Ambrecht pushed for a second modification of the Arrangement (Second Modification) to require that payroll to Ambrecht be made through DT Law. (SACC, P. 23.) The Second Modification necessitated and was documented in a written amendment to the Partnership Agreement (Partnership Amendment). (SACC, P.P. 23-24.) Ambrecht was admitted into the partnership as an income only, non-equity partner and Ambrecht's current and former clients were transferred to DT Law. (SACC, P. 24.)

In December 2021, DT Law hired Martinez as a senior associate. (SACC, P. 10.) By March 2022, all personnel of Ambrecht's team except one paralegal (Beverly Robison) had left, forcing DT Law to shift resources to support Ambrecht's practice. (SACC, P. 35.) DT Law made the services of Martinez available to Ambrecht to ensure there were sufficient resources to service his clients. (Ibid.) DT Law did not charge Ambrecht for such services. (Ibid.)

By September 2023, Tappeiner left DT Law. (SACC, P. 38.) On December 11, 2023, Ambrecht gave notice to DT Law that he was leaving the firm effective January 1, 2024. (SACC, P. 39.) By December 31, 2023, Martinez had made the decision to leave DT Law and form Ambrecht & Martinez, LLP (AML). (SACC, P. 60.)

On December 31, 2023, Martinez emailed DePaco and inquired about receiving an additional bonus so that she could plan her finances for "this next year." (SACC, P. 58.) DT Law paid Martinez the additional bonus of $20,000 but would not have done so had Martinez told DePaco that Martinez was leaving DT Law. (SACC, P. 61.) Once Martinez received this bonus, she left DT Law. (SACC, P. 62.) Martinez's failure to inform DT Law and DePaco that she was leaving was fraud by omission or concealment. (SACC, P.P. 61-63.)

Ambrecht did not follow DT Law procedures for preparing invoices for the months of October, November, and December 2023. Ambrecht refused to cooperate on these issues. (SACC, P. 44.) As a result, DT Law has not been paid for services rendered during this timeframe. (SACC, P. 46.) Ambrecht advised all his clients not to pay outstanding DT Law invoices. (SACC, P. 51.) Ambrecht told DePaco that if any collection efforts were undertaken by DT Law regarding these invoices, he would sue DePaco. (SACC, P. 52.)

On November 12, 2025, Ambrecht, Martinez, and AML filed a demurrer to the SACC. This motion was opposed. AML is not a named party in the SACC but was previously named as a cross-defendant in the first amended cross-complaint (FACC).

On November 12, 2025, Ambrecht, Martinez, and AML filed a motion to strike portions of the SACC. This motion was unopposed.

On November 13, 2025, Martinez filed a motion to compel arbitration. This motion was opposed.

On December 8, 2025, the court advanced the hearings on all three motions to January 9, 2026.

On January 9, 2026, the court granted Martinez's motion to compel arbitration as to disputes between Martinez, DT Law, and DePaco, including paragraphs 54 through 63 of the SACC. The motion was otherwise denied and the other disputes in this action between Ambrecht, DT Law, and DePaco were ordered to proceed as currently scheduled. The demurrer to the SACC was overruled as moot as to Martinez, Ambrecht & Martinez LLP was dismissed from this action, and the demurrer was otherwise overruled. Ambrecht was ordered to file a responsive pleading to the SACC no later than January 19, 2026. The motion to strike was denied.

On February 6, 2026, Ambrecht answered the SACC with a general denial and 29 affirmative defenses.

On March 6, 2026, DePaco and DT Law filed the present motion for summary adjudication as to the first cause of action, for breach of contract, in the SACC.

On June 5, 2026, Ambrecht filed his opposition to the motion.

Analysis: "A party may move for summary judgment in an action or proceeding if it is contended that . . . there is no defense to the action or proceeding." (Code Civ. Proc., Sec. 437c, subd. (a)(1).) "[F]rom commencement to conclusion, the party moving for summary judgment bears the burden of persuasion that there is no triable issue of material fact and that he is entitled to judgment as a matter of law." (Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 850.) There is no obligation on the opposing party to establish anything by affidavit unless and until the moving party has by affidavit stated facts establishing every element necessary to sustain an adjudication in his favor. (Consumer Cause, Inc. v. Smilecare (2001) 91 Cal.App.4th 454, 468.)

Cross-Complainant's Burden "[S]ummary judgment law in this state no longer requires a plaintiff moving for summary judgment to disprove any defense asserted by the defendant as well as prove each element of his own cause of action. In this particular, it now accords with federal law. All that the plaintiff need do is to 'prove[] each element of the cause of action.' (Code Civ. Proc., Sec. 437c, subd. (o)(1).)" (Aguilar v. Atlantic Richfield Co., supra, 25 Cal.4th at p. 853.)

"A plaintiff or cross-complainant has met his or her burden of showing that there is no defense to a cause of action if that party has proved each element of the cause of action entitling the party to judgment on the cause of action. Once the plaintiff or cross-complainant has met that burden, the burden shifts to the defendant or cross-defendant to show that a triable issue of one or more material facts exists as to the cause of action or a defense thereto. The defendant or cross-defendant shall not rely upon the allegations or denials of its pleadings to show that a triable issue of material fact exists but, instead, shall set forth the specific facts showing that a triable issue of material fact exists as to the cause of action or a defense thereto." (Code Civ. Proc., Sec. 437c, subd. (p)(1).)

As DT Law is the moving party, it must prove each element of its cause of action for breach of contract. Once it has done so, the burden shifts to Ambrecht to show that there is a triable issue of one or more material facts.

Breach of Contract "To prevail on a cause of action for breach of contract, the plaintiff must prove (1) the contract, (2) the plaintiff's performance of the contract or excuse for nonperformance, (3) the defendant's breach, and (4) the resulting damage to the plaintiff." (Richman v. Hartley (2014) 224 Cal.App.4th 1182, 1186.)

"A contract is either express or implied. (Civ. Code, Sec. 1619.) The terms of an express contract are stated in words. (Civ. Code, Sec. 1620.) The existence and terms of an implied contract are manifested by conduct. (Civ. Code, Sec. 1621.) The distinction reflects no difference in legal effect but merely in the mode of manifesting assent. [Citation.] Accordingly, a contract implied in fact " 'consists of obligations arising from a mutual agreement and intent to promise where the agreement and promise have not been expressed in words.' " [Citation.]" (Retired Employees Assn. of Orange County, Inc. v. County of Orange (2011) 52 Cal.4th 1171, 1178.)

DT Law provides the amendment to limited liability partnership agreement (the "amendment") as Exhibit 1 to the declaration of counsel Richard D. Carter. The partnership agreement that the amendment applies to, dated June 29, 2020, was not submitted into evidence.

The amendments provisions include: "Ambrecht is hereby admitted to the Partnership as an income Partner only and not as a Partner. As an Income Partner, Ambrecht is only entitled to the benefits and bound by the obligations of Partnership expressly set forth in this Amendment and nothing contained in the Agreement shall otherwise apply to an Income Partner except as otherwise expressly set forth in this Amendment." (Agreement, P. 3.) "For so long as Ambrecht and associated of the Partnership providing work on Ambrecht client matters, collectively bill 150 hours each month, Ambrecht will receive and income distribution of $7,500-$10,000 per month based upon the revenues received by the Partnership from such month's work. Client billing shall adhere to all rules and guidelines of the Partnership as modified from time to time." (Agreement, P. 4.)

By way of its separate statement of undisputed material facts (UMFs), DT Law states, among other things: "On August 1, 2021, Ambrecht signed an AMENDMENT TO LIMITED LIABILITY PARTNERSHIP AGREEMENT [Contract] with DT Law." (UMF No. 1.) This fact is undisputed.

"The DT Law billing procedures were: timekeepers inputted their time into the DT Law billing program; pre-bills were generated monthly; timekeepers would review/revise the prebills; office manager Renee Castelo would review the prebills with the originating/responsible attorney; after review and authorization by the responsible attorney final bills would be sent to the clients." (UMF No. 8.)

Ambrecht does not dispute that this describes the general billing workflow used during his time with DT Law. However, Ambrecht argues that by the time he stopped approving pre-bills, DT Law had already been collecting his client's payments and failing to account for or remit hundreds of thousands of dollars owed to him for over a year. He also argues, and declares, that terms of the Amendment, regarding compensation, were incorrect and that DePaco promised to correct the Amendment. Ambrecht also argues and declares that beginning in the Fall of 2022, he became aware that DT Law was impermissibly collecting substantial fees from Ambrecht's clients and not remitting those fees to him, as required by agreement.

At the very least, there is a disputed issue as to whether or not Ambrecht was justified, and excused, from approving the pre-bills due to actions, or inactions, of DT Law. The court understands that DT Law has provided interrogatory responses wherein Ambrecht stated "No" to the question, "Was performance of any agreement alleged in the pleadings excused?". (Interrogatory No. 50.3.) However, throughout the rest of the responses, Ambrecht alleges that DT Law breached the agreement by failing to pay him monies owed. (see e.g. Interrogatory No. 50.2.)

Ambrecht's admission that he was paid $10,000 per month for his entire tenure at DT Law is not dispositive. There are questions regarding whether DT Law had other obligations by way of contract (either written or oral) that it failed to perform. There are clearly triable issues as to whether DT Law fully performed under the contract and whether Ambrecht was excused from performing under the contract.

Further, and in the alternative, there are triable issues regarding the nature, amount, and even the existence of damages. "A determination of liability alone does not completely dispose of the cause of action." (Paramount Petroleum Corp. v. Superior Court (2014) 227 Cal.App.4th 226, 242-243.) "We conclude that Code of Civil Procedure section 437c, subdivision (f)(1), does not permit summary adjudication of a single item of compensatory damage which does not dispose of an entire cause of action. The trial court properly denied the motion for summary adjudication on this basis." (DeCastro West Chodorow & Burns, Inc. v. Superior Court (1996) 47 Cal.App.4th 410, 422.)

The court will deny the motion for summary adjudication because there are unresolved issues of damages. (See Code Civ. Proc., Sec. 437c, subd. (f)(1).) Summary adjudication would not be appropriate under the present circumstances and will be denied.

DT Law's objection to paragraph 11, lines 5-28 of the Ambrecht declaration is overruled. DT Law is conflating the issue of excuse for non-performance with breach of an independent obligation.

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