Lee v. Silveira
6 Cal. App. 5th 527
Cal. Ct. App.2016Background
- Three FVHOA board members (Lee, Rocha, and formerly McDonald) sued six fellow directors (Silveira, Smith, Birleanu, Durst, Fox, Nielsen) and the HOA manager, seeking declaratory relief about board procedures (bidding, minutes, conflicts, retaliation); FVHOA itself was not sued.
- Dispute centered on two concrete events: (1) board votes approving and expanding a multi-phase roofing project (bids, change orders, and cost escalation) and (2) a six-to-three board vote to renew a management contract with ARK LLC under an automatic-renewal provision.
- Plaintiffs alleged the director defendants failed to follow required bidding procedures, unlawfully delegated duties to the manager, suppressed verbatim minutes, and retaliated against dissenting directors and members.
- Director defendants moved to strike under California’s anti‑SLAPP statute (Code Civ. Proc., § 425.16), arguing their speech and votes at duly noticed open board meetings were protected acts in furtherance of petition/speech rights.
- The trial court denied the anti‑SLAPP motion, finding the declaratory relief sought was a determination of governing‑document obligations and not based on protected speech; the Court of Appeal reversed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the gravamen of the suit arises from protected activity under § 425.16 | Lee et al.: Complaint seeks declaratory rulings under HOA governing documents, not lawsuits about speech or petitioning | Directors: Votes and statements at public, duly noticed HOA board meetings are acts in furtherance of petition/free speech and thus protected | Court: Directors met the threshold — board meetings are a public forum and the challenged voting/expressions involved issues of public interest, so protection applies |
| Whether plaintiffs showed a probability of prevailing (anti‑SLAPP step two) | Plaintiffs: factual allegations (insufficient bids, material contract changes, suppression of minutes, retaliation) support a justiciable controversy warranting declaratory relief | Directors: Plaintiffs offered no admissible evidence of required three‑bid rule, material contract changes, or a right to verbatim minutes; many requests are speculative or concern past wrongs | Court: Plaintiffs failed to show a probability of success as to (1) verbatim minutes, (2) roofing‑bid violation (record showed bids and membership of voting block), and (3) renewal‑contract material change; several declaratory requests were unripe or advisory |
| Whether individual directors (as opposed to suing the HOA entity) can claim anti‑SLAPP protection for votes | Plaintiffs: Suing individuals for breach/fiduciary misconduct is not simply about protected statements; Talega suggested votes can be incidental to fiduciary breaches | Directors: Suing individuals (while omitting the HOA) indicates an intent to chill speech; recent authority recognizes protection for votes made after public hearings | Court: Voting and related statements at board meetings are protected acts; plaintiffs’ tactical choice to omit the HOA supports applying anti‑SLAPP protection to individual directors |
| Remedy — whether the anti‑SLAPP motion should be granted | Plaintiffs: Trial court properly denied motion given claimed governance violations and need for declaratory relief | Directors: Motion should be granted and claim struck because plaintiffs cannot meet step two | Court: Reversed trial court; directed the trial court to grant the anti‑SLAPP motion as to each director and award costs to defendants |
Key Cases Cited
- Jarrow Formulas, Inc. v. LaMarche, 31 Cal.4th 728 (Cal. 2003) (describing SLAPP and anti‑SLAPP framework)
- Navellier v. Sletten, 29 Cal.4th 82 (Cal. 2002) (focus on defendant activity that gives rise to liability for anti‑SLAPP analysis)
- Damon v. Ocean Hills Journalism Club, 85 Cal.App.4th 468 (Cal. Ct. App. 2000) (HOA board meetings are public forums and statements there can be protected)
- Talega Maintenance Corp. v. Standard Pacific Corp., 225 Cal.App.4th 722 (Cal. Ct. App. 2014) (distinguishes votes incidental to fiduciary breaches from protected petition/speech)
- Schwarzburd v. Kensington Police Protection & Community Services Dist. Bd., 225 Cal.App.4th 1345 (Cal. Ct. App. 2014) (individual board members’ votes and expressions at meetings can be protected even where the entity could have been sued)
- City of Montebello v. Vasquez, 1 Cal.5th 409 (Cal. 2016) (votes taken after public hearing qualify as acts in furtherance of protected activity)
- Baral v. Schnitt, 1 Cal.5th 376 (Cal. 2016) (clarifying anti‑SLAPP standards and two‑step analysis)