Pope v. Even St. Productions CA2/5
B275199
| Cal. Ct. App. | Sep 22, 2021Background
- Sylvester Stewart ("Sly") granted performance rights to BMI and in 1976 signed an assignment (the "1976 Assignment") purporting to assign BMI royalty payments to manager Ken Roberts (and/or Ken Roberts Enterprises) described as "irrevocable".
- Roberts later declared the 1976 Assignment was given "as security for the payment of loans previously made" to Stewart, creating ambiguity about whether the assignment was perpetual or secured only until debt repayment.
- Even St. Parties (Even St. Productions, Gerald Goldstein, Glenn Stone, Majoken, Inc.) later claimed an interest in the same BMI royalties based on a 1989 purported assignment from Stewart.
- Procedural posture: Pope (Roberts’s successor) appealed summary adjudication of conversion in favor of Even St. Parties; Even St. Parties cross‑appealed summary adjudication declaring Roberts the rightful owner of BMI royalties (1976–2009); Roberts Majoken appealed a bench judgment for Even St. Parties on constructive fraud and money had and received. Pope also sought to be added as plaintiff on the money‑had‑and‑received claim.
- Key factual disputes: the scope/duration of the 1976 Assignment, whether Roberts ever held an ownership interest (versus a mere contractual right to payment), and whether Roberts Majoken or Pope had standing to pursue recovery of royalties.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether summary adjudication declaring Roberts owner of BMI royalties (declaratory relief) was proper | 1976 Assignment is irrevocable and vested ownership in Roberts | Assignment ambiguous; factual dispute exists about whether it was security for debt | Reversed — material factual dispute exists; trial required |
| Whether Roberts can state conversion claim for royalties | Roberts (via Pope) contends Even St. wrongly exercised dominion over royalties | Even St. argues Roberts lacked ownership and had only contractual payment rights | Affirmed — conversion fails because Roberts had only a derivative contractual right, not ownership |
| Whether constructive fraud claim against Even St. Parties was viable | Roberts Majoken contends Even St. procured royalties by fraud, creating constructive fraud liability | Even St. contends no fiduciary relationship existed to support constructive fraud | Affirmed for Even St. — constructive fraud requires fiduciary relationship and none was proved |
| Whether trial court abused discretion by refusing to allow Pope to be added as plaintiff on money‑had‑and‑received claim | Pope/Roberts Majoken argued amendment should be allowed in furtherance of justice; no meaningful prejudice to Even St. | Even St. argued late amendment would prejudice their ability to contest entitlement | Reversed and remanded — trial court abused discretion; Pope should be added and money‑had‑and‑received retried |
Key Cases Cited
- IIG Wireless, Inc. v. Yi, 22 Cal.App.5th 630 (elements of conversion)
- Rutherford Holdings, LLC v. Plaza Del Rey, 223 Cal.App.4th 221 (contractual right to payment insufficient for conversion)
- Dore v. Arnold Worldwide, Inc., 39 Cal.4th 384 (limitations on considering extrinsic evidence on demurrer)
- Engalla v. Permanente Medical Group, Inc., 15 Cal.4th 951 (constructive fraud requires fiduciary relationship)
- Weiss v. Marcus, 51 Cal.App.3d 590 (elements of money had and received)
- Branick v. Downey Savings & Loan Assn., 39 Cal.4th 235 (liberality in permitting amendments/substitutions to avoid forfeiture of meritorious claims)
- County of Santa Cruz v. McLeod, 189 Cal.App.2d 222 (distinguished; involved statutory welfare overpayments)
- PCO, Inc. v. Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP, 150 Cal.App.4th 384 (general rule that money claims alone do not support conversion)