A-Mark Foundation v. Advanced Media Networks CA2/3, B295234M

Background

AMN (patent holder) and PMF/PMFC (represented by Markoff/A‑Mark) executed a Patent Litigation Agreement (PLA) under which PMF would "use reasonable efforts" to engage counsel, manage/finance litigation, advance certain expenses, and receive 40% of net recovery. PMF/Ostrow ultimately represented AMN on contingency.
After an initial settlement, AMN paid A‑Mark $909,621 (40% per PLA); AMN later refused to pay further splits and A‑Mark sued for breach to recover additional proceeds.
AMN cross‑complained, alleging the PLA required unlawful attorney‑referral services in violation of Bus. & Prof. Code § 6155 (no unregistered entity may operate for the purpose, in whole or in part, of referring potential clients to attorneys), and added UCL and money‑had‑and‑received claims to recover monies paid under the PLA.
The trial court granted AMN summary judgment on A‑Mark’s breach claim, holding the PLA called for unlawful referral services and was unenforceable; a bench trial on the UCL claim granted injunctive relief but denied restitution; the jury later awarded AMN damages on money had and received (gross $1,197,951.45; net after setoff $787,699.83) and prejudgment interest only on a portion of the award.
On appeal A‑Mark challenged the § 6155 construction and severability ruling and argued summary adjudication should have been granted on money had and received; AMN cross‑appealed the limited prejudgment interest. The Court of Appeal affirmed in full.

Issues

Issue	Plaintiff's Argument (A‑Mark)	Defendant's Argument (AMN)	Held
Whether the PLA violated Bus. & Prof. Code § 6155 by operating for the purpose, in whole or in part, of referring clients to attorneys	PLA did not create an attorney‑referral service; referral activity was incidental, one‑time, or a joint‑venture/self‑referral	PLA required PMF to secure counsel to earn its contingent fee, i.e., it charged for referrals and thus fell within § 6155	Court: PLA called for unlawful referral services under § 6155 and was unenforceable
Whether the illegal referral provision was severable from the rest of the PLA	The referral component can be severed and remaining provisions enforced	The contract provided a single undifferentiated contingent consideration; under Civ. Code § 1608 severance is impossible so the entire contract is void	Court: illegal portion not severable; PLA void in its entirety (Hyon controlling)
Whether the trial court’s denial of restitution under the UCL precluded AMN’s later common‑count claim for money had and received	Denial of restitution at UCL bench trial bars recovery of paid funds; therefore summary adjudication on money had and received should have been granted	Money had and received is an independent common count available where money was paid under a contract void for illegality; UCL equitable denial does not preclude the common law claim	Court: Denial of UCL restitution did not bar common‑count claim; summary adjudication properly denied and jury could decide money had and received
Whether AMN was entitled to prejudgment interest on the additional $288,330.28 of the jury award	Prejudgment interest should run on the full jury award under Civ. Code § 3287 or, alternatively, other interest statutes	Only the $909,621 paid on a specific date was "capable of being made certain by calculation" for § 3287(a); the additional sum was not liquidated as of a particular day and § 3288 (tort interest) is inapplicable to ex contractu money‑had‑and‑received claim	Court: Trial court correctly awarded prejudgment interest only on the liquidated portion; refused interest on the $288,330.28 portion

Key Cases Cited

Selten v. Hyon, 152 Cal.App.4th 463 (contract requiring entity to obtain counsel violated § 6155; illegal portion not severable)
Jackson v. LegalMatch.com, 42 Cal.App.5th 760 (defining referral as routing potential clients to attorneys by matching location/practice; referral act complete when potential client is sent)
Marathon Entertainment, Inc. v. Blasi, 42 Cal.4th 974 (severability principles and comparison to talent‑agency statute; does not compel severance under § 6155)
Zhang v. Superior Court, 57 Cal.4th 364 (UCL remedies are equitable and discretionary; restitution not automatic)