Monster Energy Company v. Schechter
249 Cal. Rptr. 3d 295
| Cal. | 2019Background
- Plaintiffs Crossland and Fournier settled a wrongful-death/products-liability suit against Monster Energy; the written settlement included extensive confidentiality and nondisparagement provisions that repeatedly referenced both the parties and their counsel.
- Plaintiffs’ counsel, including Schechter, signed the settlement under the preprinted notation “APPROVED AS TO FORM AND CONTENT.”
- Shortly after settlement, Schechter was quoted in a LawyersandSettlements.com article discussing the case and suggesting the settlement amount was sealed; Monster Energy sued counsel for breach of the settlement confidentiality provisions (among other claims).
- Defendants moved to strike under California’s anti‑SLAPP statute (Code Civ. Proc., § 425.16), arguing their statements were protected speech and that counsel were not personally bound by the settlement because their signatures merely approved the form and content for their clients.
- The trial court denied the anti‑SLAPP motion as to breach of contract; the Court of Appeal reversed, adopting the view that an “approved as to form and content” signature cannot, as a matter of law, show intent by counsel to be bound.
- The California Supreme Court granted review and reversed the Court of Appeal, holding that such a notation does not preclude a factfinder from concluding counsel intended to be bound where the agreement’s substance and other evidence support that inference.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether an attorney’s signature under “approved as to form and content” precludes finding the attorney intended to be bound by a settlement’s terms | Schechter’s signature and the settlement language referencing "Plaintiffs and their counsel" show counsel intended to be bound and breached confidentiality | The notation shows counsel only approved the document for the client and did not manifest intent to assume personal contractual obligations | The notation does not, as a matter of law, preclude a factual finding that counsel intended to be bound; the question is for the trier of fact and plaintiff met the low anti‑SLAPP merits threshold here |
| Whether Monster showed a probability of prevailing on breach of contract under anti‑SLAPP second-step | The agreement’s repeated references to counsel and Schechter’s public statements create a prima facie showing of counsel’s assent and breach | Counsel’s ethical duty of confidentiality and the approval notation defeat any inference of intent to be bound | Monster met the minimal‑merit showing required to defeat the anti‑SLAPP motion; the Court reversed the Court of Appeal |
Key Cases Cited
- Baral v. Schnitt, 1 Cal.5th 376 (discusses anti‑SLAPP two‑step procedure and burden at second step)
- Oasis West Realty, LLC v. Goldman, 51 Cal.4th 811 (court accepts plaintiff’s evidence as true at anti‑SLAPP second step; plaintiff need only show minimal merit)
- Freedman v. Brutzkus, 182 Cal.App.4th 1065 (explains conventional meaning of “approved as to form and content” as attorney’s professional assent for client signature)
- RSUI Indem. Co. v. Bacon, 810 N.W.2d 666 (attorney signature under similar legend was held not to impose personal liability where agreement’s substance did not bind counsel)
- Navellier v. Sletten, 29 Cal.4th 82 (holds that a party who contractually limits speech may not later invoke anti‑SLAPP protections for breach of that contract)