McMillan & Herrell; Shelly McMillan; and Matthew Herrell v. Armour, et al.

(Beverly Hills Courthouse: Dept. 207) September 1, 2026 DEPARTMENT 207 LAW AND MOTION RULINGS

DEPARTMENT | 207 | HEARING DATE | September 1, 2026 | CASE NUMBER | 24SMCV0589 | MOTION | Motion for Summary Judgment/Summary Adjudication | MOVING PARTY | Defendant Jeffrey A. Armour | OPPOSING PARTIES | Plaintiffs McMillan & Herrell; Shelly McMillan; and Matthew Herrell | MOVING PAPERS: Defendant's Notice of Motion and Motion for Summary Judgment/Summary Adjudication; Memorandum of Points and Authorities Compendium of Evidence Separate Statement of Undisputed Material Facts Request for Judicial Notice Declaration of Jeffrey A.

Armour, Esq. OPPOSITION PAPERS: Plaintiffs' Opposition to Motion for Summary Judgment/Summary Adjudication; Memorandum of Points and Authorities Objections to Request for Judicial Notice Declarations in Opposition to Motion for Summary Judgment/Summary Adjudication Separate Statement in Opposition to Motion for Summary Judgment/Summary Adjudication REPLY PAPERS: Defendant's Reply in Support of Motion for Summary Judgment/Summary Adjudication Response to Plaintiffs' Additional Material Facts Nos. 1 and 2 Evidentiary Objections SUR-REPLY PAPERS: 1.

Plaintiffs' Request for Judicial Notice of California Rule of Professional Conduct 2. Plaintiffs' Request for Judicial Notice of Records and Documents Submitted in Opposition to Motion for Summary Judgment/Summary Adjudication SUR SUR-REPLY PAPERS: 1. Defendant's Objections and Opposition to Plaintiffs' Untimely Requests for Judicial Notice

BACKGROUND

This case arises from a fee dispute among former business partners in a law services business venture. The Operative First Amended Complaint ("FAC") brought by Plaintiffs McMillan & Herrell, Shelly McMillan, and Matthew Herrell ("Plaintiffs") against Defendants Jeffrey A. Armour ("Armour"); Gary A. Dordick ("Dordick"); Dordick Law Corporation ("Dordick Law"); Douglas Shaffer ("Shaffer"); H. Franklin Hostetler ("Hostetler"); Kelin Thomas Lee & Fresard ("KTLF"); Tyler D. Offenhauser ("Offenhauser"); Bremer Whyte Brown & O'Meara, LLP ("BWBO"); James F.

Saunders ("Saunders"); Bradley Gmelich & Wellerstein, LLP ("BGW"); Edward J. Morales ("Morales"); Borton Petrini, LLP ("BP"); Scott L. Hengesbach ("Hengesbach"); Murchison & Cumming, LLP ("M&C"); Nissan North America, Inc. ("Nissan"); Automobile Club of Southern California ("AAA"); I-5 Towing and Recovery, LLC ("I-5"); Castaic Towing, Inc. ("Castaic"); MV Towing, Inc. ("MV"); HD Towing, Inc. ("HD"); Rancho Cucamonga Towing, Inc. ("Rancho"); California Towing, Inc. ("California"); Ahmad Mohammed Koudeimati ("Koudeimati"); Kamal Ahmad Ghossein ("Ghossein"); Eric Finn, individually and as Successor in Interest to decedents Murdewiyanti Finn and Talent James Finn; and Asia Finn, individually and as Successor in Interest to decedent Murdewiyanti Finn, by and through her Guardian ad Litem, Eric Finn ("Defendants") alleges eleven causes of action as follows: (1) Quantum meruit (2) Breach of fiduciary duty (3) Breach of partnership agreement (4) Breach of fiduciary duty (5) Imposition of constructive trust (6) Conversion (7) Intentional interference with prospective economic advantage (8) Negligent interference with prospective economic advantage (9) Aiding and abetting breach of fiduciary duty (10) Accounting (11) Violation of Penal Code, Sec. 496

The basic allegations are that Plaintiffs and Defendant Armour formed a partnership for the purpose of representing Eric and Asia Finn in a case against Nissan and AAA regarding a fatal automobile accident. (FAC P. 1.) Thirteen months into the partnership, Armour allegedly established a competing partnership with Defendants Gary Dordick and Dordick Law Corporation, and induced the clients to terminate their prior representation and utilize the new partnership instead. (FAC P. 2.) The Finns' case ultimately settled, and a dispute has now arisen regarding the attorneys' fees owed to Plaintiffs. (FAC P. 7.) Specifically, the defendants in the underlying Finn case disbursed attorneys' fees to Armour and the Dordick Defendants, despite having a notice of Plaintiffs' lien for their attorneys' fees owed. (FAC P.P. 3-6.)

Armour now moves for summary judgment, or in the alternative summary adjudication of the following issues:

ISSUE NO. 1 The Second and Fourth Causes of Action for Breach of Fiduciary Duty fail because Plaintiffs cannot establish the existence of any legally cognizable or enforceable partnership or other fiduciary relationship between Plaintiffs and Armour or establish breach, causation, or damages.

ISSUE NO. 2 The Third Cause of Action for Breach of Partnership Agreement fails because Plaintiffs cannot establish the existence of any enforceable partnership agreement, performance or excuse, breach, or resulting damages.

ISSUE NO. 3 The Fifth Cause of Action for Constructive Trust fails because Plaintiffs cannot establish any underlying right to "partnership" property, wrongful conduct, or unjust enrichment.

ISSUE NO. 4 The Sixth Cause of Action for Conversion fails because Plaintiffs cannot establish ownership or a superior right to immediate possession of the property at issue, or wrongful dominion or control by Armour.

ISSUE NO. 5 The Seventh Cause of Action for Intentional Interference with Prospective Economic Advantage fails because Plaintiffs cannot establish independently wrongful conduct, a probable future economic benefit, causation, or damages.

ISSUE NO. 6 The Eighth Cause of Action for Negligent Interference with Prospective Economic Advantage fails because Plaintiffs cannot establish the existence of a duty, wrongful conduct, causation, or damages.

ISSUE NO. 7 The Tenth Cause of Action for Accounting fails because Plaintiffs cannot establish the existence of any fiduciary relationship or other basis requiring Armour to account.

ISSUE NO. 8 The Eleventh Cause of Action for Violation of Penal Code section 496 fails because Plaintiffs cannot establish that Armour wrongfully took, retained, concealed, sold, or withheld property (i.e., "partnership's contingency fees" / "partnership's funds") within the meaning of Penal Code section 496.

ISSUE NO. 9 Plaintiffs' claims for punitive, statutory, and other recoverable damages fail because Plaintiffs cannot establish any legally recoverable damages.

Plaintiffs oppose the motion and Armour replies. Plaintiffs subsequently filed two requests for judicial notice, to which Armour objects and opposes.

REQUESTS FOR JUDICIAL NOTICE

Armour's Request for Judicial Notice

Armour requests judicial notice of the following: Exhibit 1: Complaint for Damages filed on February 7, 2024, in McMillan & Herrell v. Armour, et al., Los Angeles Superior Court Case No. 24SMCV00589. Defendant requests judicial notice of the existence of this pleading, its filing date, the parties identified therein, the causes of action asserted, and the allegations contained therein, but not the truth of any hearsay statements. Exhibit 2: First Amended Complaint filed on May 15, 2025, in the same action.

Judicial notice is requested of the existence of the operative pleading, its filing, the causes of action asserted, and the allegations contained therein, but not the truth of those allegations. Exhibit 3: True and correct excerpts from the certified reporter's transcript of proceedings in the LACBA-ACMAS mandatory fee arbitration, Case No. M-035-24-SM, held on May 21, 2024, held pursuant to Business & Professions Code section 6200, et seq.--specifically, the following pages and lines of sworn testimony: pp. 1-3 (oath), 4:24-5:16, 20:25-21:8, 30:7-31:10, 35:17-25, 53:6-54:9, 54:18-55:6, 58:4-21, 59:18-60:5, 68:12-69:5, 86:3-87:19, and p. 150 (certification).

Judicial notice is requested of the existence of the transcript and excerpts, the fact that the proceedings were conducted, that witnesses were placed under oath, and that the statements reflected therein were made, but not for the truth of the matters asserted. Exhibit 4: True and correct excerpts from the certified reporter's transcript of proceedings in the LACBA-ACMAS mandatory fee arbitration, Case No. M-035-24-SM, held on May 22, 2024, held pursuant to Business & Professions Code section 6200, et seq.--specifically, the following pages and lines of sworn testimony: pp. 1-3 (oath); 106:23-109:5; 131:19-132:18, and p. 136 (certification).

Judicial notice is requested of the existence of the transcript and excerpts, the fact that the proceedings were conducted, that witnesses were placed under oath, and that the statements reflected therein were made, but not for the truth of the matters asserted. Exhibit 5: Declaration of Matthew Herrell submitted in the LACBA-ACMAS mandatory fee arbitration, Case No. M-035-24-SM on or about May 22, 2024, held pursuant to Business & Professions Code section 6200, et seq.--specifically, Paragraphs 1, 4, 7 [sic], 8 [sic], and page 5 (signature).

Judicial notice is requested of the existence of the declaration, the fact that it was made under penalty of perjury, and the fact that the statements contained therein were made, but not the truth of those statements. Exhibit 6: Provisions of the Revised Uniform Partnership Act of 1997 (CA Corp. Code), sections 16202, 16203, 16306, 16401, 16403, 16404, and other relevant provisions of the Uniform Partnership Act. These statutes are subject to mandatory judicial notice pursuant to Evidence Code section 451.

Exhibit 7: Provisions of Title 26 of the United States Code governing taxation of partnerships and partners, including sections 701, 702, and 6031, as well as a 2021 Schedule K1 (Form 1065). These federal statutes are likewise subject to mandatory judicial notice pursuant to Evidence Code section 451. Exhibit 8: Provisions of the California Civil Code governing contract formation and enforceability, including sections 1550, 1596, 1598, 1608 and 1670.5. These statutes are subject to mandatory judicial notice pursuant to Evidence Code section 451.

Exhibit 9: Rule 1.5.1 of the California Rules of Professional Conduct. Judicial notice is requested of the text of this rule as adopted by the California Supreme Court. Exhibit 10: Rule 1.5 of the California Rules of Professional Conduct. Likewise, judicial notice is requested of the text of this rule as adopted by the California Supreme Court. Exhibit 11: IRS Forms 1099 issued to Defendant over the following years: 2009, 2013, 2019, 2020, and 2021. Judicial notice is requested only of the existence of these documents and the information reflected on the face of those documents, and not for the truth of any statements contained therein.

Exhibit 12: 2021 Schedule K-1 (Form 1065). Judicial notice is requested only of the existence and form of this document, and not for the truth of its contents. Exhibit 13: Statement of Information filed on July 13, 2005 with the California Secretary of State for Armour & Associates, A Professional Law Corporation. Judicial notice is requested of the existence of this official public filing, including the corporate identity, address, and officers listed therein. Exhibit 14: Defendant Armour's State Bar of California attorney profile.

Judicial notice is requested of this official public record, including license status, name of affiliated law firm, publicly listed address, and contact information, including business email address. Exhibit 15: Plaintiff Shelly McMillan's State Bar of California attorney profile. Judicial notice is requested of this official public record, including license status, name of affiliated law firm, publicly listed address, and contact information. Exhibit 16: Plaintiff Matthew Herrell's State Bar of California attorney profile.

Judicial notice is requested of this official public record, including license status, name of affiliated law firm, publicly listed address, and contact information. Exhibit 17: Online attorney profile for McMillan & Herrell at Lawyers.com (URL: https://www.lawyers.com/beverly-hills/california/mcmillan-and-herrell-4910939- f/#profile-attorneys). Judicial notice is requested only of the existence of the listing and the representations made therein, and not for the truth of any assertions contained in the listing.

Exhibit 18: State Bar attorney license profiles for multiple attorneys associated with Plaintiffs, including Kwasi Asiedu, Shelly McMillan, and Matthew Herrell. Judicial notice is requested of these official public records, including the names of affiliated law firms and the publicly listed addresses reflected therein. Exhibit 19: Complaint caption page and related filings in Anderson v. County of Los Angeles, Los Angeles Superior Court Case No. 21STCV34038. Judicial notice is requested of the existence of that action, the filing date of the complaint, and the parties and counsel of record listed therein.

Exhibit 20: Complaint caption page and Request for Dismissal dated February 18, 2021, in Allen v. Supreme, Los Angeles Superior Court Case No. 19STCV31950. Judicial notice is requested of the existence of this action, the filing dates of the Complaint and Request for Dismissal, and the parties thereto. Exhibit 21: Complaint caption page in Dozier v. Interscope Geffen A&M Records, Los Angeles Superior Court Case No. 18STCV02772. Judicial notice is requested of the existence of this action, the filing date of the Complaint, and the parties thereto.

Exhibit 22: Notice of Settlement filed in the Dozier action on March 2, 2021. Judicial notice is requested of the filing date of that notice and the fact that the case was resolved. Exhibit 23: Filings with the California Secretary of State for LA Cannabis Connection, LLC, including Articles of Organization and related filings. Judicial notice is requested of the existence of the entity, its formation, its registered address, and the information contained in those official public records. Exhibit 24: Minute Order issued by Honorable Stephen P.

Pfahler of the Los Angeles Superior Court on December 6, 2021, in Finn v. Nissan North America, Inc., Case No. 21STCV20229, granting Nissan North America, Inc.'s Motion to Strike Punitive Damages. Judicial notice is requested of the existence of the order, the date of the order, the ruling made by the court, and the procedural posture reflected therein. Exhibit 25: Declaration of Gary A. Dordick filed in connection with the Minor's Compromise proceedings in the Finn v. Nissan North America, Inc. action.

Judicial notice is requested of the existence of the declaration, the fact that it was made under penalty of perjury, and the fact that the statements contained therein were made, but not for the truth of those statements. Exhibit 26: Civil Case Docket Summary for the Finn v. Nissan North America, Inc. action. Judicial notice is requested of the procedural history of the case, including the proceedings held and documents filed, as reflected in the official court docket.

As for Exhibits 1, 2, 19-22, and 24-26, judicial notice may be taken of records of any court in this state. (Evid. Code, Sec. 452, subd. (d)(1).) Because these exhibits are all court records in this state, the Court may take judicial notice of them. (Ibid.) However, "while courts are free to take judicial notice of the existence of each document in a court file, including the truth of results reached, they may not take judicial notice of the truth of hearsay statements in decisions and court files.

Courts may not take judicial notice of allegations in affidavits, declarations and probation reports in court records because such matters are reasonably subject to dispute and therefore require formal proof." (Lockley v. Law Office of Cantrell, Green, Pekich, Cruz & McCort (2001) 91 Cal.App.4th 875, 882 [cleaned up].) Accordingly, the Court takes judicial notice of the existence, filing, and legal consequences of these exhibits as court records, but not the truth of the allegations or other hearsay statements contained therein.

Regarding Exhibits 6-10, judicial notice may be taken of the decisional, constitutional, and statutory law of the United States or of any state of the United States, and of regulations and legislative enactment issued by or under the authority of the United States or any public entity in the United States, and official acts of the legislative, executive, and judicial departments of the United States and any state of the United States. Therefore, the Court takes judicial notice of Exhibits 6-10, pursuant to Evidence Code section 452, subdivisions (a), (b), and (c).

Regarding Exhibits 3-5, Courts may generally take judicial notice of arbitration records, pursuant to Evidence Code section 452, subdivisions (d) and/or (h). (See Greenspan v. LADT, LLC (2010) 191 Cal.App.4th 486, 525 ["The trial court properly took judicial notice of the arbitration award" pursuant to Evid. Code, Sec. 452, subd. (d)]; Brown v. TGS Management Co, LLC (2020) 57 Cal.App.5th 303, 308, fn. 2 [taking judicial notice of arbitration transcripts pursuant to Evid. Code, Sec. 452, subds. (d) & (h)].)

However, Plaintiffs oppose the request on the grounds that mandatory fee dispute arbitration hearings conducted pursuant to Business and Professions Code sections 6200 et seq. and documents relating thereto, including the ultimate award, are confidential, closed to the public, inadmissible as evidence, and cannot be compelled, absent the consent of all parties. In support of their argument that the arbitration documents are inadmissible, Plaintiffs cite to the Los Angeles County Bar Association Rules for Voluntary Arbitration rule 44 and the Attorney Client Mediation and Arbitration Services rule 42, which both provide the identical rules: (a) In order to preserve confidentiality, all hearings shall be closed to the public.

However, in the discretion of the arbitrator or panel, witnesses and such other persons as may be necessary to the conduct of the hearing may be present during the hearing. (b) The panel, upon request of the client, shall permit the client to be accompanied by another person and may also permit additional persons to attend. (c) All communications, negotiations, or settlement discussions by and between the participants and/or arbitrators shall remain confidential. Evidence of anything said or any admissions made in the course of the arbitration shall not be admissible in evidence or subject to discovery, and disclosure of that evidence cannot be compelled in any civil action or proceeding in which testimony can be given. (d) No document prepared for the purpose of, or in the course of, or pursuant to the arbitration (nor any copy of it), including but not limited to the case file, the request, reply, the award, all financial data pertaining to 'consumers' as defined in the Code of Civil Procedure Sec. 1985.3, exhibits, transcripts, and all correspondence, shall be admissible in evidence or available through discovery, and its disclosure shall not be compelled in any civil action or proceeding in which testimony can be compelled to be given; provided, however, that a communication or a document (or any part thereof) that would otherwise be privileged or confidential pursuant to this Rule may be disclosed if all parties to the arbitration give their consent.

Therefore, because fee dispute arbitration proceedings are confidential, the Court does not find it appropriate to take judicial notice of Exhibits 3-5 or consider it as evidence.

Exhibit 11 purportedly consists of various IRS Forms 1099 issued to Armour for various years. While the Court can take judicial notice of official acts of the executive, legislative, and judicial departments of the United States, pursuant to Evidence Code section 452, subdivision (c), many of the forms provided are illegible copies and/or have been altered, both by redactions and by handwritten notes. Therefore, the Court declines to take judicial notice of Exhibit 11.

Exhibit 12 is a blank 2021 Schedule K-1 (Form 1065). The Court takes judicial notice of Exhibit 12 as an "official act" pursuant to Evidence Code section 452, subd. (c) and also as facts and propositions that are not reasonably subject to dispute and are capable of immediate and accurate determination by resort to sources of reasonably indisputable accuracy, pursuant to Evidence Code section 452, subdivision (h).

Regarding Exhibits 13 and 23, in Belen v. Ryan Seacrest Productions, LLC (2021) 65 Cal.App.5th 1145, 1160, fn. 2 (hereafter Belen), the court took judicial notice of the statement of information filed with the California Secretary of State identifying the chief executive officer for the entity defendant, pursuant to Evidence Code section 452, subdivision (c) as an official act of the executive department of the state of California. Belen cites to Elmore v. Oak Valley Hospital Dist. (1988) 204 Cal.App.3d 716, 722, where the appellate court explained, "once a statement is filed pursuant to Government Code section 53051, it becomes the duty of the Secretary of State and the county clerk to place the information so filed in a 'Roster of Public Agencies'" and thus, "a statement filed with the Secretary of State and indexed in the 'Roster of Public Agencies' becomes a document of which a court can properly take judicial notice" under Evidence Code section 452, subdivision (c). (Ibid.)

Therefore, the Court takes judicial notice of Exhibits 13 and 23. While courts may take judicial notice of official government acts, they may not take judicial notice of the truth of the matters asserted therein. (Ragland v. U.S. Bank National Assn. (2012) 209 Cal.App.4th 182, 194.)

As for Exhibits 14-16 and 18 (the state attorney profiles), the Court takes judicial notice of these exhibits as facts and propositions not reasonably subject to dispute and capable of immediate and accurate determination by resort to sources of reasonably indisputable accuracy, pursuant to Evidence Code section 452, subdivision (h).

Regarding Exhibit 17, however, there is no basis for the Court to take judicial notice of a private party's website. Therefore, the Court denies judicial notice of Exhibit 17.

In sum, the Court grants the request for judicial notice as to Exhibits 1-2, 6-10, 12-16, and18-26 but denies the request for judicial notice of Exhibits 3-5, 11, and 17.

Plaintiff's Requests for Judicial Notice

After Armour filed his reply, Plaintiff belatedly filed additional requests for the Court to take Judicial Notice of the official comment and clarification contained in California Rules of Professional Conduct, Rule 1.0.1, defining the terms "firm" and "law firm" as well as various documents filed in the underlying Finn v. Nissan matter. Because these requests were made after the Reply was filed, the Court declines the requests. Any evidence upon which the Opposition relies should have been presented at the time the Opposition was filed.

EVIDENTIARY OBJECTIONS

The Court rules as follows with respect to Armour's evidentiary objections: 1. Sustained as to the word "All;" overruled otherwise 2. Sustained as to the word "all;" overruled otherwise 3. Sustained as to the word "solely;" overruled otherwise 4. Sustained 5. Overruled 6. Sustained 7. Overruled 8. Overruled 9. Sustained 10. Sustained as to "in breach of the partnership agreement;" overruled otherwise

LEGAL STANDARDS - MOTION FOR SUMMARY JUDGMENT/ADJUDICATION

"[T]he 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[.] There is a triable issue of material fact if, and only if, the evidence would allow a reasonable trier of fact to find the underlying fact in favor of the party opposing the motion in accordance with the applicable standard of proof." ¿(Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 850 (hereafter Aguilar).) ¿"[T]he party moving for summary judgment bears an initial burden of production to make a prima facie showing of the nonexistence of any triable issue of material fact; if he carries his burden of production, he causes a shift, and the opposing party is then subjected to a burden of production of his own to make a prima facie showing of the existence of a triable issue of material fact." ¿(Ibid.; Smith v.

Wells Fargo Bank, N.A. (2005) 135 Cal.App.4th 1463, 1474 [summary judgment standards held by Aguilar apply to summary adjudication motions].)

Further, "the trial court may not weigh the evidence in the manner of a factfinder to determine whose version is more likely true. Nor may the trial court grant summary judgment based on the court's evaluation of credibility." (Aguilar, supra, 25 Cal.4th. at p. 840 [cleaned up]; see also Weiss v. People ex rel. Department of Transportation (2020) 9 Cal.5th 840, 864 ["Courts deciding motions for summary judgment or summary adjudication may not weigh the evidence but must instead view it in the light most favorable to the opposing party and draw all reasonable inferences in favor of that party"].)

A party may move for summary adjudication as to one or more causes of action, affirmative defenses, claims for damages, or issues of duty if that party contends that there is no merit to the cause of action, defense, or claim for damages, or if the party contends that there is no duty owed. (See Code Civ. Proc., Sec. 437c, subd. (f)(1).) "A motion for summary adjudication shall be granted only if it completely disposes of a cause of action, an affirmative defense, a claim for damages, or an issue of duty." (Ibid.)

A cause of action has no merit if: (1) one or more elements of the cause of action cannot be separately established, even if that element is separately pleaded, or (2) a defendant establishes an affirmative defense to that cause of action. (See Code Civ. Proc., Sec. 437c, subd. (n); Union Bank v. Superior Court (1995) 31 Cal.App.4th 573, 583.) Once the defendant has shown that a cause of action has no merit, the burden shifts to the plaintiff to show that a triable issue of material fact exists as to that cause of action. (See Code Civ.

Proc., Sec. 437c, subd. (o)(2); Union Bank v. Superior Court, supra, 31 Cal.App.4th at p. 583.)

Additionally, in line with Aguilar, "[o]n a motion for summary adjudication, the trial court has no discretion to exercise. If a triable issue of material fact exists as to the challenged causes of action, the motion must be denied. If there is no triable issue of fact, the motion must be granted." (Fisherman's Wharf Bay Cruise Corp. v. Superior Court (2003) 114 Cal.App.4th 309, 320.)

DISCUSSION

1. ORAL PARTNERSHIP AGREEMENT

a. Armour's Evidence

Armour moves for summary judgment/summary adjudication on the grounds that all causes of action alleged against him in the FAC are premised upon the purported existence of an unenforceable oral partnership agreement to split attorneys' fees in connection with the underlying Finn v. Nissan matter: 1. This action arises from the wrongful conduct of defendant Jeffrey Armour (Armour), an attorney who formed an oral general partnership with the Plaintiffs for the express and limited purpose of representing Eric Finn and Asia Finn in a fatal automobile accident case. (Finn v.

Nissan North America, Inc., et al, LASC Case No. 21STCV20299 hereinafter, the Finn case). (FAC P. 1.) [1] Indeed, the second cause of action alleges Armour breached his fiduciary duty to disburse Plaintiffs' share of the attorneys' fees from the underlying Finn v. Nissan matter. The third cause of action alleges Armour breached the alleged oral general partnership agreement. The Fourth cause of action alleges Armour breached his fiduciary duties owed to Plaintiffs pursuant to the alleged oral general partnership agreement.

The fifth cause of action seeks a constructive trust for the "partnership" assets. The seventh and eight cause of action allege intentional/negligent interference with Plaintiffs' prospective economic advantage by failing to disclose and disburse Plaintiffs' share of attorneys' fees from the underlying Finn v. Nissan matter. The tenth cause of action seeks an accounting pertaining to the attorneys' fees purportedly owed to Plaintiffs pursuant to the oral general partnership agreement. However, the sixth cause of action alleges conversion of a laptop Armour used in connection with the Finn v.

Nissan case. The conversion claim is not reliant upon the purported oral general partnership agreement.

[2] In support of its argument that oral fee sharing agreements are unenforceable, Armour cites California Rules of Professional Conduct, rule 1.5.1, which provides: (a) Lawyers who are not in the same law firm shall not divide a fee for legal services unless: 1. the lawyers enter into a written agreement to divide the fee; 2. the client has consented in writing, either at the time the lawyers enter into the agreement to divide the fee or as soon thereafter as reasonably practicable, after a full written disclosure to the client of: (i) the fact that a division of fees will be made; (ii) the identity of the lawyers or law firms that are parties to the division; and (iii) the terms of the division; and 3. the total fee charged by all lawyers is not increased solely by reason of the agreement to divide fees. (b) This rule does not apply to a division of fees pursuant to court order.

Armour also cites to Chambers v. Kay (2002) 29 Cal.4th 142 (hereafter Chambers), which analyzed former Rule 2-200, the predecessor to Rule 1.5.1, and granted summary judgment in favor of the defendant, finding that the fee-sharing agreement was unenforceable as it violated the Rule's requirements that such fee sharing arrangements be in writing and be consented to in writing by the client(s). In addition to the operative FAC, which only alleges an oral fee sharing/partnership agreement, Armour advances paragraphs 37-38 of his own declaration, indicating that Plaintiffs and Armour did not enter into any fee-sharing agreement concerning the Finn representation and that the Finn clients did not receive written disclosures of any fee-sharing arrangement between Plaintiffs and Armour. (UMF Nos. 7-8.)

Further, Armour points out that Chambers distinguishes true partnerships, which is "an association of two or more persons to carry on as coowners a business for profit " and which involves the sharing in the profits and losses of a continuing business with a joint venture, which involves an agreement between the parties under which they have a community of interest, in a common business undertaking, finding that while the Rule's exception applies to partnerships, it does not apply to joint ventures.

In support of Armour's argument that the parties' agreement was merely a joint venture as opposed to a partnership, Armour advances his own declaration, which indicates Armour was not a co-owner, principal, or shareholder of Plaintiffs' law firm. (Armour Decl. P. 16.) Therefore, Armour has met his initial prima facie burdens of production and persuasion to demonstrate that all of the causes of action alleged against him, except for the sixth cause of action for conversion, are premised upon an unenforceable oral fee sharing arrangement that was never disclosed to the Finns in writing.

b. Plaintiffs' Evidence

In opposition, Plaintiffs argue that no such writings were required because Armour worked through and on behalf of McMillan & Herrell on the Finn matter, putting him within the "within the same firm" exception to the rule. In support, Plaintiffs advance the McMillan Declaration, which provides: 13. During the time M&H represented Finn, M&H was assisted by defendant Jeffrey A. Armour ("Armour"). Armour agreed to partner and work with M&H with the sole and dedicated purpose of litigating all of the Finns' claims in the lawsuit. [] the work Armour did in the Finn case was done under the firm of M&H, in M&H's name, using the firm's personnel and resources. At [] times before Armour induced Finn to end his contract with M&H, Armour represented to Finn, opposing counsel and the Court, in deed, conduct and writing, that his work on the lawsuit was being done as an attorney within the M&H firm.

14. Armour worked under the guidance and supervision of Shelly McMillan & Matthew Herrell who had entered into a retainer and fee agreement with Finn. M&H was the only attorney of record, did all the work on the Finn matter and provided all the financial support, funding and costs for litigating the Finn case. Armour provided no financial contribution towards the prosecution of the Finn case. Armour worked [] under the retainer agreement of M&H. 15. [] The partnership included an agreement to share profits, jointly manage and control the litigation to represent the Finns as a unified team, and to maintain the partnership until the Finn case resolve either by settlement or trial.

Pursuant to the terms of the partnership agreement, Armour was provided with a desk, telephone, desktop computer, laptop computer, and a legal assistant/secretary, all at the expense of M&H. Both Armour and M&H were to work on the Finn case, but all litigation costs and expenses would be provided by M&H. Armour and M&H agreed to share their attorney's fees from the Finn case equally (50 percent to Armour and 50 percent to M&H). Armour was also provided with business cards indicating his partnership affiliation with M&H.

True and correct copies of two of these business cards are attached hereto as "Exhibit A".

16. The oral partnership agreement regarding the Finn case was identical to a number of agreements made by M&H and Armour to work on cases, including but not limited to: Allen v. Supreme, et al. (LASC Case No. 19STCV31950), Dozier v. Interscope, et al. (LASC Case No. 18STCV02772), In re Raine Mack (LASC Case No. 22STPB06250), Camrynn Williams, et al. v. IKEA U.S. West, Inc. et al (LASC Case No. BC662239), and Lanee Brown v. Monica Philson (LASC Case No. 21STCV42501). In each of these cases, defendant Armour was provided with his 50% share of attorney's fees. [] (McMillan Decl.

P.P. 13-16.) However, Plaintiffs do not dispute or otherwise challenge that Armour was not a co-owner, principal, or shareholder of Plaintiffs' law firm. (See UMF No. 16.) Thus, Plaintiffs have not created any triable issues of material fact that Armour and Plaintiffs worked on the Finn matter as joint venturers, as opposed to partners within the same law firm, meaning they are not entitled to Rule 1.5.1's exception to the writing requirement, which was not satisfied, making their oral fee sharing agreement unenforceable.

2. CONVERSION

"Conversion is the wrongful exercise of dominion over the property of another. The elements of a conversion are the plaintiff's ownership or right to possession of the property at the time of the conversion; the defendant's conversion by a wrongful act or disposition of property rights; and damages." (Spates v. Dameron Hospital Assn. (2003) 114 Cal.App.4th 208, 221.)

a. Armour's Evidence

Armour argues Plaintiffs cannot demonstrate Armour's wrongful exercise of dominion over the laptop because they consented to allow Armour to use and retain the laptop during the Finn representation. (UMF 75-77). Further, Armour has presented evidence that the laptop was stolen from his vehicle around the time the Finns stopped working with Plaintiffs. (Armour Decl. P. 83 [indicating the laptop was stolen from Armour's vehicle in early 2022 shortly after Armour resumed going out in public, following his COVID-19 illness and quarantine]; Ex.

J [emails referencing Armour's COVID-19 illness on January 28, 2022]; FAC P. 60 [indicating Finn forwarded a letter to Plaintiffs terminating their representation on or about February 8, 2022.]) Therefore, Armour has met his prima facie burdens of production and persuasion to demonstrate that he exercised dominion over the laptop pursuant to Plaintiffs' consent, and around the time Plaintiffs revoked that consent, the laptop was stolen from his vehicle.

b. Plaintiffs' Evidence

In opposition, Plaintiffs advance paragraphs 18 and 22 of the McMillan Declaration, which provides: 18. Armour appropriated the records, documents, research and related materials owned by M&H on the Finn case without the consent, knowledge and or permission of M&H. To date, Armour still has the laptop and has failed and refused to return it, notwithstanding numerous requests for Armour to return the computer.

22. After Armour took the Finn case to defendant DLC in breach of the partnership agreement, I repeatedly requested that Armour return the laptop belonging to M&H that Armour was using for work on the Finn case. Armour agreed that he would return the laptop to M&H but later reneged and refused to either return it or allow me to send someone to pick up the laptop. Attached hereto as "Exhibit D" are true and correct copies of emails between me and Armour in which I requested the return of our laptop and other property.

The Court notes that while Exhibit D evidences Plaintiffs' repeated requests for Armour to return company property does not evidence any agreement by Armour to return the laptop in early February 2022, it does not evidence Armour's agreement to return any company property. Thus, Plaintiffs have not met their burden of production to create any triable issues of material fact that Armour wrongfully exercised dominion or control over the laptop after his relationship with Plaintiffs soured, as opposed to the laptop being stolen from Armour's vehicle at that time.

CONCLUSION AND ORDER

Therefore, finding no issues of material fact that the parties engaged in a joint venture, as opposed to a partnership, such that their oral fee sharing agreement was not enforceable, and no triable issues of material fact that at no point in time did Armour wrongfully exercise dominion over the laptop, disposing of all causes of action alleged against Armour, the Court grants Armour's motion for summary judgment in its entirety.

Further, the Court orders Armour lodge and serve a proposed Order and Judgment in conformity with the ruling on or before September 15, 2026. Armour shall provide notice of the Court's ruling/Orders, and file the notice with a proof of service forthwith.

DATED: September 1, 2026 ______/s/_____________________ Michael E. Whitaker Judge of the Superior Court

[1] "The pleadings play a key role in a summary judgment motion. The function of the pleadings in a motion for summary judgment is to delimit the scope of the issues and to frame the outer measure of materiality in a summary judgment proceeding. As our Supreme Court has explained it: The materiality of a disputed fact is measured by the pleadings, which set the boundaries of the issues to be resolved at summary judgment. Accordingly, the burden of a defendant moving for summary judgment only requires that he or she negate plaintiff's theories of liability as alleged in the complaint; that is, a moving party need not refute liability on some theoretical possibility not included in the pleadings." (Hutton v.

Fidelity National Title Co. (2013) 213 Cal.App.4th 486, 493 [cleaned up]; see also Laabs v. City of Victorville (2008) 163 Cal.App.4th 1242, 1258 ["The complaint limits the issues to be addressed at the motion for summary judgment. The rationale is clear: It is the allegations in the complaint to which the summary judgment motion must respond"].)

[2] The first and ninth causes of action are not alleged against Armour. Case Number: 24SMCV05515 Hearing Date: September 1, 2026 Dept: 207 TENTATIVE RULING DEPARTMENT | 207 | HEARING DATE | September 1, 2026 | CASE NUMBER | 24SMCV05515 | MOTIONS | (1)