Aguilar v. Goldstein
207 Cal. App. 4th 1152
Cal. Ct. App.2012Background
- Plaintiffs are physicians and shareholders of California Cancer Specialists Medical Group, doing business as City of Hope Medical Group.
- The Group hired its own management and an MSO to provide billing, administrative, and related services; defendants are the Group and MSO executives.
- Before the PMSA expiration in January 2011, the Hospital and Group discussed post-PMSA arrangements, including a foundation to purchase assets.
- In March–April 2010, the Group’s board approved litigation to pursue its negotiating position; a Hospital lawsuit was filed in May 2010 against the Hospital and Dr. Levine.
- Three months later, plaintiffs filed a class action alleging defendants breached fiduciary duties by withholding information, misrepresenting the Hospital proposal, and terminating negotiations to preserve self-interest.
- The trial court denied the special motion to strike under § 425.16, concluding plaintiffs’ claim did not arise from protected activity.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the breach of fiduciary duty claim arises from protected activity | Aguilar: claim does not rest on petition/free speech; Hospital lawsuit/incidental. | Goldstein: claim arises from protected activity (petition) and prelitigation communications. | No; claim does not arise from protected activity. |
| Whether prelitigation communications are protected activity | Aguilar: prelitigation statements were part of a private business dispute, not protected process. | Goldstein: prelitigation communications related to Hospital lawsuit are protected. | Not applicable; prelitigation statements did not form basis of the claim. |
| Whether conduct on public issue qualifies under § 425.16(e)(4) | Aguilar: negotiations/decisions are private business matters, not public issue. | Goldstein: negotiations implicated public interest through legality of Hospital proposal. | No; plaintiffs are not suing for protected speech about a public issue. |
Key Cases Cited
- World Financial Group, Inc. v. HBW Ins. & Financial Services, Inc., 172 Cal.App.4th 1561 (Cal. Ct. App. 2009) (test for whether complaint arises from protected activity when protected acts are incidental to nonprotected harms)
- Baharian-Mehr v. Smith, 189 Cal.App.4th 265 (Cal. Ct. App. 2010) (protected activity incidental to a claim may still trigger § 425.16)
- Haight Ashbury Free Clinics, Inc. v. Happening House Ventures, 184 Cal.App.4th 1539 (Cal. Ct. App. 2010) (petitioning acts can be separate from gravamen of mismanagement claim)
- Neville v. Chudacoff, 160 Cal.App.4th 1255 (Cal. Ct. App. 2008) (prelitigation communications may be protected depending on context)