Cocoa AJ Holdings, LLC v. SchneiderCocoa AJ Holdings, LLC v. Schneider
Filed 10/8/25; Certified for Publication 10/31/25 (order attached)
IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
FIRST APPELLATE DISTRICT
DIVISION THREE
COCOA AJ HOLDINGS, LLC,
Appellant,
v.
STEPHEN SCHNEIDER,
Cross-defendant and
Respondent.
A167555
(City & County of San Francisco
Super. Ct. No. CGC-22-600052)
Cocoa AJ Holdings, LLC (Cocoa) is the developer of GS Heritage Place
(GS Place), a mixed condominium development located in San Francisco’s
Ghirardelli Square. GS Place consists of 53 residential units, including
timeshares, and one commercial unit. Stephen Schneider is the owner of a
timeshare interest in a fractional unit at GS Place.
In 2018, Schneider filed a class action lawsuit against Cocoa and others
related to the management of GS Place and use of units as hotel rooms. In
2020, the parties entered into a settlement agreement that fully resolved that
lawsuit.
In 2022, Schneider filed another lawsuit against Cocoa. Cocoa filed a
cross-complaint against Schneider alleging intentional interference with
prospective economic advantage, breach of contract, unjust enrichment, and
defamation. Schneider brought a special motion to strike Cocoa’s cross-complaint under anti-SLAPP1 law (Code Civ. Proc.,2 § 425.16). The trial
court granted the motion, and Cocoa appeals. We conclude the claims in the
cross-complaint arise from Schneider’s protected activity, and Cocoa failed to
establish a likelihood of success on the merits of any of its claims.
Accordingly, we affirm.
FACTUAL AND PROCEDURAL BACKGROUND
General Background
GS Place is governed by a “Declaration of Covenants, Conditions, and
Restrictions and Fractional Plan of GS Heritage Place, A Condominium”
(CC&Rs). The CC&Rs set forth a “Fractional Plan” under which certain
residential units are designated as fractional units (i.e., timeshares). Whole
units are those removed from the fractional plan (and thus not divided into
fractional interests).
designated as whole units. Thirty fractional units were made available for
sale, and Cocoa retained ownership of the remaining 19 units.
As the owner of a timeshare interest in a fractional unit, Schneider has
voting privileges in the GS Place homeowners association, Cocoa Residential
Owners’ Association, Inc. (HOA), pursuant to the terms of the CC&Rs.
Class Action Litigation and 2020 Settlement Agreement
In 2018, Schneider (as the sole named plaintiff) filed a class action
lawsuit against Cocoa, the HOA, and other defendants. In that action,
Schneider claimed defendants had improperly rented out fractional units for
Procedure.
hotel use (thereby limiting floating fractional owner access to the residence
units), allocated hotel expenses to non-developer fractional interest owners,
miscalculated management fees, and failed to negotiate at arm’s length.
In February 2020, the parties reached a “Class Action Settlement
Agreement and Release of Claims” (the settlement agreement) to fully resolve
that litigation, which Schneider signed both individually and as the class
representative. The settlement agreement contains a section entitled “No
Solicitation, Publication or Disparagement; Cooperation”:
“Plaintiff shall not solicit or recruit any other individuals to file any
claims against Defendants, or any of them, including through direct or
indirect solicitation, articles, blog posts, social media or any similar methods
or items. . . .
“Plaintiff further agrees that he shall not make, circulate or transmit
any false, derogatory or disparaging statements, verbally or in writing, about
or concerning Defendants, or any of them, and that he shall not direct,
encourage or support, either directly or indirectly, anyone else to make,
circulate or transmit such statements. He further agrees that in future
dealings with the HOA and other Defendants, he will cooperate
constructively and in good faith, as will the HOA and other Defendants with
Plaintiff, and refrain from taking actions that unreasonably interfere with
the ability of Defendants and their representatives to carry out their
functions and responsibilities in connection with the Project.”
The settlement agreement contains a general release of claims by
Schneider, in which he “fully, finally and forever generally releases and
discharges the Released Parties from any and all claims, demands, causes of
action, suits, liabilities, assessments, judgments, obligations of any kind,
whether known or unknown, arising at any time prior to entry of the Order of
action that he asserted or could have asserted in the Lawsuit.” It also
contains a waiver pursuant to Civil Code section 1542.
Further, the settlement agreement provides: “This Agreement
constitutes the complete and final understanding of the parties with respect
to the subject matter of this Agreement.” It also includes a duty of all parties
to “abide by all of the terms of this Agreement in good faith and to support it
fully.”
The settlement agreement was approved by the trial court on December
20, 2020.
Schneider’s Complaint and Cocoa’s Cross-complaint
In June 2022, Schneider filed a complaint against Cocoa.
In October 2022, Cocoa filed a cross-complaint against Schneider. The
cross-complaint alleged four claims: (1) intentional interference with
prospective economic advantage3; (2) breach of contract (i.e., the settlement
agreement); (3) unjust enrichment; and (4) defamation.
The following allegations are set forth in the cross-complaint. In 2021,
Cocoa decided to sell its 19 unsold units as whole units rather than fractional
units, which required amending the CC&Rs. Schneider engaged in a
multiyear campaign to prevent it from doing so to force Cocoa to continue
paying higher annual maintenance fees that apply to fractional units,
thereby reducing his own annual fees. The prior class action litigation
prospective economic relations, we refer to it by its more common name,
intentional interference with prospective economic advantage. (See, e.g.,
Della Penna v. Toyota Motor Sales, U.S.A., Inc. (1995) 11 Cal.4th 376, 378
[same tort variously known as interference with “ ‘prospective economic
advantage,’ ” “ ‘prospective contractual relations,’ ” or “ ‘prospective economic
relations’ ”].)
resulted in a settlement agreement that included a general release and a
nondisparagement clause; Cocoa alleged that Schneider was in violation of
both provisions.
In September 2020, Schneider created “an ‘Independent Ghirardelli
Owners Association (IGOA),’ with no official designation or purpose other
than to frustrate efforts of Cocoa” by opposing amendments to the CC&Rs
that would allow Cocoa to sell the 19 unsold units as whole units. The next
month, under the guise of IGOA, Schneider reached out to an expert in the
fractional industry who had been retained by the board of directors of GS
Place (the Board) to conduct an analysis that was a necessary step to change
the CC&Rs to allow
declined to meet with Schneider and his attorney, Schneider began harassing
the expert and the Board. By January 2021, again through IGOA, Schneider
demanded in writing that Cocoa negotiate with him and his attorney as to
amendments to the CC&Rs and informed Cocoa he intended to bring legal
action if his demands were not met; he copied that communication to all
fractional interest owners at GS Place.
Cocoa alleged that it continued to work with the owners of GS Place,
including Schneider, to reduce the effect of selling its units as whole units to
GS Place and the fractional owners. By August 2021, Schneider sent a list of
demands. In September 2021, Cocoa announced it agreed to many of those
demands and that it would be moving forward with a vote on amendments to
the CC&Rs; Schneider continued to threaten legal action. In October 2021,
prior to a scheduled vote on the amendments, Schneider forwarded a letter to
all GS Place fractional owners that was purportedly written by a Board
member and fractional interest owner. Cocoa asserted the letter contained
“inaccurate and malicious accusations that Cocoa . . . and others had
committed numerous violations of the Davis-Sterling [sic] Common Interest
Development Act4 in connection with the upcoming vote . . . .”
Schneider, assuming the vote would move forward and be successful,
began contacting individual fractional interest owners to solicit funding to
bring a lawsuit against Cocoa. He then brought multiple legal actions,
apparently referring to two lawsuits he brought in December 2021 against
the HOA and others (but not Cocoa) for violations of the Davis-Stirling Act,
including claims for failure to permit him to speak at HOA meetings and
failure to conduct HOA meetings under the proper procedure. In May 2022,
Schneider began messaging all fractional interest owners as the
representative of a new, unofficial organization called the Ghirardelli Owners
Legal Fund (GOLF), with the goal of blocking Cocoa from selling the units as
whole units. Cocoa averred Schneider also disrupted passage of a new
annual budget for GS Place, thereby requiring Cocoa to pay higher
maintenance fees, which benefited Schneider as a fractional interest owner.
All four causes of action in the cross-complaint incorporated and
repeated all preceding paragraphs “as if fully set forth [t]herein.” Each claim
further alleged specific actions by Schneider in support of the respective
causes of action.
In November 2022, Schneider filed the special motion to strike Cocoa’s
cross-complaint, which underlies this appeal. He asserted the conduct
complained of in the cross-complaint was based on the exercise of his
constitutional rights to petition the courts and to free speech. Specifically,
Schneider argued the claims alleged by Cocoa were based on his filing the
prior class action and the two December 2021 lawsuits, as well as other
protected petitioning activity and his speech as to HOA management issues.
Finally, Schneider argued Cocoa could not establish a probability of
prevailing on any causes of action.
In opposition, Cocoa disputed that the claims arose from protected
litigation activity, asserting the only connection to past litigation in the cross-
complaint concerned Schneider’s breach of contract (which did not trigger
anti-SLAPP protection) and that other references to litigation merely
provided context for its claims. Cocoa further contended Schneider’s speech
related to association management issues was not protected because it did
not concern a matter of public interest. Cocoa argued it established a
probability of prevailing on the merits, in part because “the gravamen of [its]
claims is noncommunicative conduct outside the scope of the litigation
privilege.” The opposition was supported by a declaration by Cocoa’s
“Investment Member Representative.”
In reply, Schneider asserted Cocoa failed to identify any specific
defamatory statements, that references to the past and ongoing litigation was
not merely context but the “entire focus” of the cross-complaint, and that his
statements and litigation actions concerned the public interest, thereby
falling under anti-SLAPP protections. Schneider requested the court take
judicial notice of the December 2021 complaints filed by Schneider, among
other documents.
The court ordered Cocoa to file a supplemental brief clearly identifying
which of the factual assertions in its cross-complaint were in support of each
cause of action and which allegations merely provided background
information. Cocoa complied.
The court issued a tentative ruling granting the motion to strike. The
tentative ruling found “each and every claim asserted in the cross-complaint
arises out of protected activity (e.g., litigation and association management
issues)” and Cocoa failed to carry its burden to show a probability of
prevailing on the merits as to any of the “ ‘protected’ ” claims.
At a March 2023 hearing on the motion, Cocoa reiterated its claim that
the litigation privilege does not apply to a breach of contract claim involving
a
SLAPP protection. When the court asked Cocoa to point out what in the
cross-complaint concerned litigation and the association management issues,
Cocoa replied that “the reason why the anti-SLAPP protections do not apply
here” was because Schneider entered into the settlement agreement, waiving
those protections, and then breached that agreement through his subsequent
actions.
At the conclusion of the hearing, the trial court adopted the tentative
ruling as its permanent order and granted Schneider’s anti-SLAPP motion.
Cocoa appealed.
DISCUSSION
The anti-SLAPP statute authorizes the filing of a special motion to
strike claims arising from any act “in furtherance of the person’s right of
petition or free speech under the United States Constitution or the California
Constitution in connection with a public issue.” (
statute was enacted to encourage “continued participation in matters of
public significance” and to ensure “that this participation should not be
chilled through abuse of the judicial process,” and its provisions must be
construed broadly. (Id., subd. (a); Simpson Strong-Tie Co., Inc. v. Gore (2010)
49 Cal.4th 12, 21.)
“Resolution of an anti-SLAPP motion involves a two-prong inquiry.
The first prong requires that [Schneider] make a prima facie showing that
the challenged claim or claims arise from [his] constitutionally protected free
speech or petition rights. [Citation.] If [he] meets [his] burden, then under
the second prong of the inquiry, the burden shifts to [Cocoa] to demonstrate
the merit of the claim by establishing a probability of success.” (Durkin v.
City and County of San Francisco (2023) 90 Cal.App.5th 643, 651.) If Cocoa
fails to carry its burden at the second prong, the motion to strike is granted.
(Schaffer v. City and County of San Francisco (2008) 168 Cal.App.4th 992,
998
.)
We review an order granting or denying an anti-SLAPP motion de
novo. (Park v. Board of Trustees of California State University (2017) 2
Cal.5th 1057, 1067 (Park).) In making our determination, we consider the
pleadings as well as supporting and opposing affidavits regarding the facts
upon which the liability or defense is based. (
I. The Claims Arise from Protected Activity
We exercise independent judgment in determining whether, based on
our own review of the record, the claims challenged in the anti-SLAPP
“arise from” protected activity. (Park, supra, 2 Cal.5th at p. 1067;
subd. (b)(1).) To make this showing, Schneider, as the moving party, must
demonstrate that his conduct by which Cocoa claims to have been injured
falls within one of the categories in section 425.16, subdivision (e), described
below. (Park, at p. 1063.)
In making this determination, we assess the elements of each of the
claims in the cross-complaint, what actions by Schneider are alleged by Cocoa
to establish those elements, and whether those actions are protected. (Bonni
v. St. Joseph Health System (2021) 11 Cal.5th 995, 1015.) At this first step,
“[i]t does not matter that other unprotected acts may also have been alleged
within what has been labeled a single cause of action; these are ‘disregarded
at this stage.’ [Citation.] So long as a ‘court determines that relief is sought
based on allegations arising from activity protected by the statute, the second
step is reached’ with respect to these claims.” (Id. at p. 1010.) Nonetheless,
allegations in the cross-complaint that merely provide context, without
supplying the elements of the claims, are not subject to the anti-SLAPP
statute. (Id. at p. 1015.)
A. Relevant Protected Activity
Section 425.16 protects litigation-related activity, i.e., “any written or
oral statement or writing made before a . . . judicial proceeding” or “in
connection with an issue under consideration or review by a . . . judicial
body.” (
petitioning activities applies not only to the filing of lawsuits, but extends to
conduct that relates to such litigation, including statements made in
connection with or in preparation of litigation. [Citation.] Indeed, courts
have adopted “a fairly expansive view of what constitutes litigation-related
activities within the scope of section 425.16.” ’ ” (Alfaro v. Waterhouse
Management Corp. (2022) 82 Cal.App.5th 26, 33.)
Even where litigation has not commenced, “if a statement ‘concern[s]
the subject of the dispute’ and is made ‘in anticipation of litigation
“contemplated in good faith and under serious consideration,” ’ [citation] then
the statement may be petitioning activity protected by section 425.16.”
(Neville v. Chudacoff (2008) 160 Cal.App.4th 1255, 1268.) The statement
need not be made to parties or potential parties to the litigation as long as it
relates to the substantive issues in the litigation and is directed to persons
having some interest in it. (Id. at pp. 1266, 1270.) Further, communicative
conduct concerning the solicitation of litigation funding is a protected act in
furtherance of petitioning activity. (Michael K. v. Cho (2025) 113 Cal.App.5th
conduct in furtherance of the exercise of the constitutional right of petition or
the constitutional right of free speech in connection with a public issue or an
issue of public interest,” the so-called catchall provision. (Geiser v. Kuhns
(2022) 13 Cal.5th 1238, 1243.) Although not defined by section 425.16,
“ ‘ “public interest” within the meaning of the anti-SLAPP statute has been
broadly defined to include, in addition to government matters, “ ‘private
conduct that . . . affects a community in a manner similar to that of a
governmental entity.’ ” ’ ” (Colyear v. Rolling Hills Community Assn. of
Rancho Palos Verdes (2017) 9 Cal.App.5th 119, 131.) Therefore, several
courts have found such protected activity exists in the context of disputes
with a homeowners association. (Id. at pp. 131–132 [collecting cases].)
For example, in Country Side Villas Homeowners Assn. v. Ivie (2011)
193 Cal.App.4th 1110, 1113 (Country Side), Ivie objected to her homeowners
association’s change in practice as to whether individual homeowners or the
association was responsible for the costs of maintaining balconies and siding
on individual units. The association sued for declaratory relief in
interpreting the association’s governing documents regarding maintenance
obligations and amending those obligations, and Ivie filed an anti-SLAPP
motion to strike. (Id. at pp. 1113–1114.) The appellate court concluded the
association’s complaint arose from Ivie’s exercise of her right of free speech in
criticizing and speaking out against the association’s board, which was
protected activity as a matter of public interest. (Id. at pp. 1117–1118.)
Specifically, the association’s change in position as to who paid for balcony
and siding repair “impacted all members of the association, whether or not
their homes had balconies or were in need of siding repair, because the
expenses would now be borne by all.” (Id. at p. 1118.) As the association had
the power to affect the lives of many individuals through its decisionmaking
process, Ivie’s criticism of the board’s actions was a matter of public concern
under section 425.16. (Country Side, at p. 1118.)
B. Cocoa’s Claims Arise from Schneider’s Litigation-related and
Association Management Activity
We begin with an overview of the elements of the claims in the cross-
complaint. To prove intentional interference with prospective economic
advantage, Cocoa must show: (1) the existence of an economic relationship
between Cocoa and some third party that contains the probability of future
economic benefit to Cocoa; (2) Schneider’s knowledge of the relationship;
(3) intentionally wrongful acts by Schneider designed to disrupt the
relationship; (4) actual disruption of the relationship; and (5) economic harm
proximately caused by Schneider’s action. (Roy Allan Slurry Seal, Inc. v.
American Asphalt South, Inc. (2017) 2 Cal.5th 505, 512 (Roy Allan).) To
prove unjust enrichment, Cocoa must prove Schneider received and unjustly
retained a benefit at Cocoa’s expense. (Ojjeh v. Brown (2019) 43 Cal.App.5th
1027, 1037 (Ojjeh).) To prove defamation, Cocoa must show a publication
that is false, defamatory, unprivileged, and has a natural tendency to injure
or that causes special damage. (Bishop v. The Bishop’s School (2022) 86
Cal.App.5th 893, 909.) Finally, Cocoa’s breach of contract claim requires it to
show Schneider breached an enforceable settlement agreement between the
parties, thereby damaging Cocoa. (Ojjeh, at p. 1037.)
With these elements in mind, we turn to whether the cross-complaint
supplies one or more of the elements of each cause of action with allegations
of protected activity by Schneider.
The cross-complaint asserts Schneider engaged in various activities to
block Cocoa from selling its 19 units as whole units, including that he
represented himself as the unofficial representative of GS Place fractional
unit owners to demand negotiations with the HOA board and Cocoa; actively
campaigned to oppose any efforts of Cocoa to exercise its ownership over its
19 whole units (i.e., via amending the CC&Rs); made false or misleading
statements in e-mails and letters to GS Place unit owners, as well as in open
meetings, insinuating Cocoa and its affiliates engaged in wrongful or
misleading conduct; and repeatedly threatened legal action against Cocoa, its
related entities, the HOA board, and other parties to intimidate them from
allowing Cocoa to exercise its rights. These alleged efforts by Schneider to
block amendments to the CC&Rs to prevent Cocoa from selling its units as
whole units supplied elements for the claims of intentional interference with
prospective economic advantage, unjust enrichment, and defamation.
It is apparent that at least part of this alleged conduct arises from
protected activity under section 425.16 related to association management
conduct. That is, Schneider’s alleged active campaigning to oppose Cocoa’s
amendments of the CC&Rs, including making statements to over 150 other
fractional interest owners of GS Place in support of his assertions that the
HOA board was acting improperly or illegally, as well as acting on their
behalf (even in an unofficial capacity), was a matter of public interest to those
other owners, whose lives would be affected—at least financially—by the
potential changes to the CC&Rs. (See Country Side, supra, 193 Cal.App.4th
Specifically, the cross-complaint itself stated that fractional interest
owners “benefit[] directly from” preventing changes to the CC&Rs because, if
Cocoa were able to sell its units as whole units, it would no longer continue to
pay
in Country Side, the change in position as to whether Cocoa’s units were able
to be sold as whole units affected all fractional interest owners—over 150 of
whom Schneider was allegedly making statements to in an effort to prevent
changes to the CC&Rs—because they, like Schneider, would bear higher
costs as a result. (See Country Side, supra, 193 Cal.App.4th at p. 1118.)
Schneider’s active campaign to criticize the HOA board (including
disseminating information claiming wrongful conduct) was therefore a matter
of public concern under section 425.16. (See Country Side, at p. 1118.)
Additionally, some of Schneider’s alleged active campaign involved
protected litigation-related activity concerning his anticipated lawsuits
against the HOA for violations of the Davis-Stirling Act, which were filed in
December 2021, as well as his communications with individual fractional
interest owners to solicit funding for a suit against Cocoa. (See Neville v.
Chudacoff, supra, 160 Cal.App.4th at pp. 1266, 1268, 1270 [statements
concerning subject of the dispute made to persons with an interest in
anticipated litigation are protected conduct]; Michael K. v. Cho, supra, 113
Cal.App.5th at pp. 10, 12 [communications soliciting litigation funding
protected act in furtherance of petitioning activity].) Contrary to Cocoa’s
assertion, the references to past and current litigation activity in the cross-
complaint were not mere context but were integrated into its claims as to
Schneider’s asserted liability. Hence, protected activity by Schneider
supplied elements for Cocoa’s claims of intentional interference with
prospective economic advantage, unjust enrichment, and defamation.
As to the remaining cause of action, breach of contract, Cocoa asserted
Schneider engaged in harassing activities, brought several additional
lawsuits against Cocoa and its affiliates, and made disparaging statements to
GS Place owners about Cocoa, all of which violated the settlement
agreement’s release of claims and nondisparagement clause. This alleged
conduct, which supplied the requisite element of breach of the settlement
agreement, expressly relates to Schneider’s filing lawsuits and speech to GS
Place owners. Therefore, the breach of contract claim also arises from
protected activity related to litigation and the public interest of the other
fractional owners for the reasons discussed above.
In sum, we conclude Schneider made a prima facie showing that
Cocoa’s claims in the cross-complaint are based on allegations arising from
protected activity under section 425.16, subdivision (e). Accordingly, we turn
to the second prong in the analysis.
Cocoa bears the burden of demonstrating a probability of success on the
merits of its claims. (Monster Energy Co. v. Schechter (2019) 7 Cal.5th 781,
788 (Monster Energy).) We do not weigh evidence or resolve conflicting
factual claims; rather, our inquiry is limited to whether Cocoa has stated a
legally sufficient claim and made a prima facie factual showing sufficient to
sustain a favorable judgment. (Ibid.)
In so doing, we accept Cocoa’s evidence as true and evaluate
Schneider’s showing only to determine if that defeats Cocoa’s claim as a
matter of law. (Monster Energy, supra, 7 Cal.5th at p. 788.) However, Cocoa
“ ‘may not rely solely on its [cross-]complaint, even if verified; instead, its
proof must be made upon competent admissible evidence.’ ” (Ibid.) Cocoa has
failed to make this minimal showing as to any of its claims.
As an initial matter, we are not convinced by Cocoa’s assertion that,
even if Schneider’s conduct would otherwise have been protected, “he
contracted himself out of anti-SLAPP protection” in the settlement
agreement. Cocoa avers that all of Schneider’s alleged conduct falls within
the scope of the settlement agreement’s nondisparagement clause and its
agreement to cooperate constructively and in good faith with Cocoa in future
dealings. In support, Cocoa cites Monster Energy, supra, 7 Cal.5th at
page 796, and quotes Navellier v. Sletten (2002) 29 Cal.4th 82, 94 (Navellier),
for the proposition that “a defendant who in fact has validly contracted not to
speak or petition has in effect ‘waived’ the right to the anti-SLAPP statute’s
protection in the event he or she later breaches that contract.”
Cocoa apparently suggests that it can carry its burden of establishing a
probability of success on the merits as to all its claims merely because its
cross-complaint asserted that Schneider violated the settlement agreement.
Although the issue of whether Schneider’s conduct violated the settlement
agreement is relevant to the breach of contract claim—which we discuss
below—we decline to read Monster Energy or Navellier to mean that
Schneider necessarily waived any and all protection under the anti-SLAPP
statute. Navellier merely explained that the anti-SLAPP statute does not
provide “ ‘immunity’ ” for a breach of a release or of other types of contracts
affecting speech. (Navellier, supra, 29 Cal.4th at p. 93.) As in both Navellier
and Monster Energy, we must still evaluate whether Cocoa demonstrates a
probability of success on the merits as to each of its claims. (See Monster
Energy, supra, 7 Cal.5th at p. 796 [nonmoving party carried its burden of
showing breach of contract claim had merit]; Navellier, at p. 95 [remanding
fraud claims].) Turning to that analysis, we conclude Cocoa fails to carry its
burden.
A. Intentional Interference with Prospective Economic
Advantage
As noted above, intentional interference with prospective economic
advantage requires showing: (1) the existence, between Cocoa and some third
party, of an economic relationship that contains the probability of future
economic benefit to Cocoa; (2) Schneider’s knowledge of the relationship;
(3) intentionally wrongful acts by Schneider designed to disrupt the
relationship; (4) actual disruption of the relationship; and (5) economic harm
proximately caused by Schneider’s action. (Roy Allan, supra, 2 Cal.5th at
p. 512.) “The tort’s requirements ‘presuppose the relationship existed at the
time of [Schneider]’s allegedly tortious acts lest liability be imposed for
actually and intentionally disrupting a relationship which has yet to arise.’ ”
Cocoa contends it “satisfied the first element by showing that it had an
economic relationship with third-party potential buyers of its 19 units” and
“intended to sell its 19 units in 2021.” As evidence, Cocoa cites the
declaration filed by its “Investment Member Representative” in support of its
opposition to the motion to strike. However, the relevant cited portion of that
declaration merely states: “By 2021, Cocoa AJ decided that it would exercise
its rights to sell its uncategorized 19 units as Whole Units.” Even accepting
that as true, this does not amount to competent, admissible evidence showing
an economic relationship between Cocoa and any potential, specific buyer
actually existed at the time of Schneider’s allegedly tortious conduct. (See
Roy Allan, supra, 2 Cal.5th at pp. 512, 518.)
Cocoa also fails to show as to the third element that Schneider engaged
in conduct that was “ ‘independently wrongful’—that is, ‘ “wrongful by some
measure beyond the fact of the interference itself” ’ ” because it was
“ ‘ “proscribed by some constitutional, statutory, regulatory, common law, or
other determinable legal standard.” ’ ” (Drink Tank Ventures LLC v. Real
Soda in Real Bottles, Ltd. (2021) 71 Cal.App.5th 528, 538–539.) Cocoa’s bare
assertion that he “did this by representing himself as the unofficial
‘representative’ of GS Place unit owners, harassing Cocoa, and intimidating
Cocoa from exercising its rights” falls short of competent evidence of an
independently wrongful act. Therefore, Cocoa fails to show a probability of
success as to its intentional interference claim.
B. Defamation
To succeed on its defamation claim, Cocoa must show a publication that
is (1) false, (2) defamatory, (3) unprivileged, and (4) has a natural
injure or that causes special damage. (Bishop v. The Bishop’s School, supra,
86 Cal.App.5th at p. 909.) To be defamatory, the statement must contain a
provable falsehood. (ZL Technologies, Inc. v. Does 1–7 (2017) 13 Cal.App.5th
603, 624 (ZL Technologies).) We assess “ ‘whether a reasonable fact finder
could conclude the published statement declares or implies a provably false
assertion of fact,’ ” considering both the language of the statement and the
context in which it is made. (Ibid.)
Cocoa contends Schneider defamed it “repeatedly,” but the pleadings
center on two communications by Schneider.5 First, a January 2021
communication that Schneider sent to Cocoa and copied to all GS Place
fractional interest owners in which he “admitted that (1) committing all
condominium units owned by [Cocoa] to the fractional regime was not
economically viable, (2) that [Cocoa] has the right to its investment in GS
Place, and (3) that he had not reviewed the language of any potential
amendments to the Original CC&Rs [Cocoa] might propose.” In that
communication, he also demanded that Cocoa negotiate amendments to the
CC&Rs with him and stated “that any plan by [Cocoa] promoting its interests
would be inherently damaging to the rest of the ownership of GS place.”
It is unclear what provably false assertion of fact Cocoa contends was
contained in this first challenged communication. To the extent Cocoa relies
on the final statement regarding plans by Cocoa damaging the rest of GS
Place ownership, as we discussed in section I, ante, it is not disputed that
Cocoa’s plans to amend the CC&Rs would result in its contributing less to
annual fees, which would then be borne by the rest of the owners at GS Place.
Considering that context, we do not find Schneider’s statement declares or
implies a provably false assertion of fact. (See ZL Technologies, supra, 13
Second, Cocoa points to an October 2021 letter that Schneider
forwarded to GS Place owners, purporting to be from an HOA board member
who claimed that Cocoa and others had committed violations of the Davis-
Stirling Act. Schneider contends his allegedly defamatory statements are
protected by the litigation privilege (
The litigation privilege protects communications with some relation to
an anticipated lawsuit if it is in furtherance of the objects of the litigation,
v. Pleasanton Automotive Co., LP (2024) 106 Cal.App.5th 361, 383.) As
previously discussed, Schneider filed lawsuits asserting violations of the
Davis-Stirling Act just two months after forwarding the challenged letter to
GS Place owners, which has a logical relation to the actions he filed and is
therefore privileged. (See ibid.) Cocoa has failed to show a probability of
success on the merits of the defamation claim.
C. Breach of Contract
As to breach of contract, Cocoa was required to show the parties had,
and Schneider breached, an enforceable settlement agreement, thereby
damaging Cocoa. (Ojjeh, supra, 43 Cal.App.5th at p. 1037.) The crux of this
matter centers on whether the nondisparagement clause in the settlement
agreement served to prevent Schneider from making any disparaging
statements about Cocoa beyond matters relevant to the class action suit, as
alleged in the cross-complaint.
The relevant provision stated that Schneider “agrees that he shall not
make, circulate or transmit any false, derogatory or disparaging statements,
verbally or in writing, about or concerning Defendants, or any of them, and
that he shall not direct, encourage or support, either directly or indirectly,
anyone else to make, circulate or transmit such statements. He further
agrees that in future dealings with the HOA and other Defendants, he will
cooperate constructively and in good faith, as will the HOA and other
Defendants with [Schneider], and refrain from taking actions that
unreasonably interfere with the ability of Defendants and their
representatives to carry out their functions and responsibilities in connection
with the Project.”
Cocoa asserts Schneider violated that agreement by: making false,
derogatory, and disparaging statements about Cocoa, and encouraging others
to do so; forwarding an e-mail to the HOA board asserting Cocoa violated the
CC&Rs; repeating those assertions in a communication sent to Cocoa and
copying the GS Place owners; forwarding the letter regarding alleged
violations of the Davis-Stirling Act; forming IGOA and GOLF with the
purpose of obstructing Cocoa; and messaging various GS Place owners on
behalf of IGOA.
In response, Schneider contends that the settlement agreement’s
nondisparagement clause only extended to issues connected to the settlement
of the class action suit, i.e., whether Cocoa, the HOA, and other defendants
improperly rented out fractional units for hotel use and allocated hotel
expenses to fractional interest owners, miscalculated management fees, and
failed to negotiate at arm’s length. Schneider notes that the only clause in
the
parties, rather than obligations at the time of the settlement agreement,
concerned his agreement to cooperate constructively and in good faith in
future dealings with the HOA and other defendants, and to refrain from
unreasonably interfering with the ability of defendants to carry out their
functions and responsibilities. According to Schneider, none of his actions
complained of in the cross-complaint amount to unreasonable interference
with Cocoa’s functions and responsibilities.
We conclude Schneider has the better argument. “ ‘Compromise
agreements are, of course, “governed by the legal principles applicable to
contracts generally” . . . [and] “regulate and settle only such matters and
differences as appear clearly to be comprehended in them by the intention of
the parties and the necessary consequences thereof, and do not extend to
matters which the parties never intended to include therein, although
existing at the time.” ’ ” (Olson v. Doe (2022) 12 Cal.5th 669, 682.) Here, the
settlement agreement was reached in February 2020—months prior to any of
the conduct alleged to have occurred in the cross-complaint; even though it
was not approved by the trial court until December 2020, Cocoa provides no
reason why the February 2020 language was expected to encompass the
conduct at issue in the cross-complaint.
Further, we find Cocoa’s reliance on Monster Energy unavailing as, in
that case, there was a settlement agreement that included several provisions
imposing confidentiality obligations on the parties and their counsel, which
was also signed by counsel. (Monster Energy, supra, 7 Cal.5th at p. 785.)
After Monster Energy sued counsel, alleging public statements about the
settlement were in breach of the agreement, the California Supreme Court
concluded Monster Energy met its second-prong burden as to its breach of
contract claim “[i]n light of the nature and extent of provisions in the
agreement . . . purporting to bind counsel, and the other properly submitted
evidence.” (Id. at p. 796; see id. at p. 785.) Here, by contrast, there is no
evidence, extrinsic or otherwise, indicating that Schneider’s actions alleged in
the cross-complaint related to the matters in the prior settlement agreement
or constituted a breach of that agreement.
Therefore, we conclude Cocoa has failed to demonstrate a probability of
success on the merits as to its breach of contract claim.6
To prevail on its unjust enrichment claim, Cocoa must show that
Schneider received and unjustly retained a benefit at Cocoa’s expense.
(Ojjeh, supra, 43 Cal.App.5th at p. 1037.) Cocoa asserts it has shown a
probability of success on this claim based on Schneider’s allegedly tortious
conduct in violation of the settlement agreement.
However, as discussed above, Cocoa has failed to demonstrate a
probability of success on its claims. Thus, Cocoa has not carried its burden of
demonstrating that Schneider unjustly retained any benefit.
DISPOSITION
The order granting the anti-SLAPP motion is affirmed. Schneider shall
recover costs on appeal. (
PETROU, J.
WE CONCUR:
TUCHER, P. J.
RODRÍGUEZ, J.
A167555 / Schneider v. Cocoa AJ Holdings, LLC
Filed 10/31/25
CERTIFIED FOR PUBLICATION
IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
FIRST APPELLATE DISTRICT
DIVISION THREE
COCOA AJ HOLDINGS, LLC,
Cross-complainant and
Appellant,
v.
STEPHEN SCHNEIDER,
Cross-defendant and
Respondent,
A167555
(City & County of San Francisco
Super. Ct. No. CGC-22-600052)
THE COURT:‡‡
The written opinion which was filed on October 8, 2025, has now
been certified for publication pursuant to rule 8.1105(b) of the California
Rules of Court, and it is ordered published in the official reports.
Dated: _October 31, 2025___ ____TUCHER, P. J.______
Presiding Justice
‡‡ Tucher, P. J., Petrou, J., and Rodríguez, J.
2
Trial Court: City and County of San Francisco Superior Court
Trial Judge: Hon. Charles Haines
Counsel: Manatt, Phelps & Phillips, Benjamin G. Shatz, Christian E.
Baker, Thomas, R. Worger, and Kyla Núñez for Cross-complainant and Appellant.
Brady & Vinding, Michael E. Vinding for Cross-defendant
and Respondent.