Britton v. Riggs
| Decision Date | 16 December 2021 |
| Docket Number | B303446 |
| Court | California Court of Appeals Court of Appeals |
| Parties | LAYNE LESLIE BRITTON, Plaintiff, Cross-Defendant, and Respondent, v. CONRAD RIGGS et al., Defendants, Cross-Complainants, and Appellants. |
NOT TO BE PUBLISHED
APPEAL from the judgment of the Superior Court of Los Angeles County No. BC496298, Frederick C. Shaller, Judge. Reversed and remanded.
Browne George Ross O'Brien Annaguey & Ellis, Eric M. George and Richard A. Schwartz for Defendants, Cross-Complainants and Appellants.
Quinn Emanuel Urquhart & Sullivan, Christopher Tayback, Valerie Roddy, Aaron Perahia for Plaintiff, Cross-Defendant, and Respondent.
Conrad Riggs and Cloudbreak Entertainment, Inc. (Cloudbreak) appeal from a judgment entered in favor of plaintiff and cross-defendant Layne Leslie Britton, contending the trial court erred in denying their motion for summary adjudication of Britton's breach of contract cause of action and granting the motion for summary adjudication filed by Britton. Britton filed suit against Riggs and Cloudbreak for various claims arising out of an alleged breach of a consulting agreement the parties entered into with respect to services to be provided by Britton on the television reality series Survivor and other matters. Riggs and Cloudbreak cross-complained against Britton, who was an attorney, asserting claims for professional negligence breach of fiduciary duty, restitution, and alleging Britton provided legal services to Riggs and Cloudbreak pursuant to a written contingency fee agreement that did not satisfy the requirements imposed on such agreements by Business and Professions Code section 6147.[1]
The trial court granted Britton's summary adjudication motion and denied the summary adjudication motion filed by Riggs and Cloudbreak, finding Britton served as a business consultant not an attorney, and therefore the consulting agreement was not voidable. Following the court's ruling, a jury found for Britton on his claims for breach of contract and money had and received, awarding him $489, 850 in damages.
On appeal, Riggs and Cloudbreak contend Britton provided legal services under the consulting agreement and the agreement therefore was voidable by Riggs and Cloudbreak. We agree and reverse.
Britton graduated from law school in 1981. Britton was admitted to the California bar, but he pursued a career as a television executive. Britton worked as vice president of business affairs at NBC Entertainment and later at CBS, before he became the executive vice president of business operations for UPN. Although Britton never worked for a law firm or as a solo practitioner and never made a court appearance or served as counsel of record, he was at all relevant times an active membership in the California bar.
Riggs graduated from law school in 1989, after which he worked as a transactional attorney at two law firms and later for a sports agency. In 1998 Riggs and his production company, Cloudbreak, began working with Mark Burnett to produce reality television shows, including Survivor. Riggs and Burnett pitched Survivor to several networks, including to UPN where Britton was then executive vice president of business operations. Britton suggested Burnett and UPN equally share the responsibility for securing advertisers for the show and split the advertising profits. UPN ultimately declined to produce the show, but in 1999 Burnett finalized a deal with CBS on Survivor (Survivor agreement), which included a similar shared advertising provision.
On March 25, 1999 Riggs contacted Britton by email seeking Britton's advice on which attorney to hire for the "CBS/Survivor deal."[3] Survivor premiered on CBS in 2000. In the summer of 2000 Riggs contacted Britton regarding CBS's demand that Burnett reduce his share of the profit on advertising revenues from 50 percent to 25 percent. CBS indicated it would not sell any additional advertising units for Survivor if Burnett did not agree to the reduction. Britton advised Riggs to instruct Burnett not to agree to any reduction. CBS ultimately sold additional advertising, and Burnett maintained his 50 percent share of profit on advertising revenues.
Shortly thereafter, discussions began between Burnett and CBS over the renewal of Survivor for additional seasons. The Survivor agreement required Burnett and CBS to negotiate a settlement as to compensation for future cycles of Survivor and to arbitrate their dispute if no agreement could be reached. During the settlement discussions, the law firm Irell & Manella represented Burnett, while also providing legal advice to Riggs and Cloudbreak. Britton also provided advice to Riggs and Burnett regarding the dispute over future cycles. According to Riggs, Britton "offered to help [Riggs] with the renegotiation instead of [Riggs] hiring . . . another lawyer." Riggs told Britton he wanted Britton to be his lawyer and added, "[I]f you help me, I'm not going to hire another lawyer, so you're going to do this work, whatever it is."
On behalf of Burnett and Riggs, Britton engaged in negotiations with Les Moonves, who at the time was president and chief executive officer of CBS television, regarding a renewal contract for Survivor. When no settlement was reached, Burnett and CBS scheduled an arbitration for January 2001. During the arbitration process the law firm O'Donnell & Shaeffer represented Burnett and Riggs. However, Riggs continued to receive advice from Britton regarding the dispute.
On July 5, 2000 Britton wrote an email to Riggs, titled "What To Do To Maximize the Success of Su[r]vivor and Eco Challenge," advising Riggs to (Italics added; capitalization omitted.) Britton noted the arbitrator could award a larger payment to Burnett than the 50-50 advertising revenue split, suggesting that during the arbitration In the same email, Britton proposed various television networks where Burnett and Riggs might pitch several new show ideas. Britton advised,
On July 8, 2000 Riggs sent Britton an email asking him to review a draft email to CBS employee Marc Graboff in response to Graboff's email objecting to the proposed licensing fee for future cycles of Survivor that took into account past advertising revenues. Britton responded to Riggs, Four days later, Britton provided Riggs with notes on a revised draft email to Graboff. Regarding a $1 million cost deduction by CBS in the first cycle accounting for Survivor, Britton proposed adding, "You failed to list even one example of what entity had ever[] been charged these costs and more importantly c[o]uld not show where in the contract CBS c[a]n deduct thes[e] cost[s] even if they w[e]re ordina[r]y and custom[a]r[y]." (Capitalization omitted.)
On July 27, 2000 Britton sent Riggs an email with the subject line "Survivor letter for counter." (Italics added.) Britton suggested adding a cover letter "[e]xplain[ing] that you think it reflects the intent of the parties at the time the deal was made to reward [Burnett] for performance since he took the risk of selling the time" and (Italics added.)
On September 26, 2000 Britton sent Riggs an email with a subject line reading, "Ready For Arbitration." Britton listed several points for Riggs to consider regarding the arbitration with CBS, including that the dispute "can be settled any time before the judgment is issued" and "[d]on't put a number on the table that is not reflective of the value of Survivor." (Italics added.)
Around September 2000 Britton also helped Burnett and Riggs develop and attempt to sell additional show ideas. Britton arranged a meeting with Garth Ancier at NBC to pitch a reality television show called Destination Mir. That month NBC agreed to develop the show. Britton helped negotiate with Ancier a 50-50 advertising revenue split between NBC and Burnett's affiliated company, DJB, Inc. In early October 2000 Britton suggested Riggs and Burnett work on a professional wrestling television show and set up a pitch by contacting Ted Turner.
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