Stasz v. Schwab

• Citation: 17 Cal.Rptr.3d 116,121 Cal.App.4th 420
• Decision Date: 05 August 2004
• Docket Number: No. B162829.,No. B159163.,No. B163456.,B159163.,B162829.,B163456.
• Parties: Shanel STASZ, Plaintiff and Appellant, v. Charles R. SCHWAB et al., Defendants and Respondents. Shanel Stasz, Plaintiff and Appellant, v. American Arbitration Association, Defendant and Respondent. Shanel Stasz, Plaintiff and Appellant, v. Hugo W. Quackenbush, Defendant and Respondent.
• Court: California Court of Appeals

17 Cal.Rptr.3d 116

121 Cal.App.4th 420

Shanel STASZ, Plaintiff and Appellant, v. Charles R. SCHWAB et al., Defendants and Respondents.

Shanel Stasz, Plaintiff and Appellant, v. American Arbitration Association, Defendant and Respondent.

Shanel Stasz, Plaintiff and Appellant, v. Hugo W. Quackenbush, Defendant and Respondent.

No. B159163.

No. B162829.

No. B163456.

Court of Appeal, Second District, Division 1.

August 5, 2004.

Certified For Partial Publication.^*

Review Denied November 17, 2004.^**

Shanel Stasz, in pro. per., for Plaintiff and Appellant.

Howard Rice Nemerovski Canady Falk & Rabkin, Kenneth G. Hausman and Bernard A. Burk, San Francisco, for Defendants and Respondents Charles R. Schwab, David S. Pottruck, The Charles Schwab Corporation, Law Offices of Robert Kligman, Robert Kligman, Monika Young, Howard Rice Nemerovski Canady Falk & Rabkin, Kenneth G. Hausman, Bernard A. Burk, Joseph M. Quinn III, Douglas A. Winthrop, Mark A. Sheft and Hugo W. Quackenbush.

Irsfeld, Irsfeld & Younger and C. Phillip Jackson, Glendale, for Defendant and Respondent American Arbitration Association.

MALLANO, J.

In these three consolidated appeals, plaintiff Shanel Stasz seeks to avoid the effect of an arbitration provision contained in a settlement agreement to which she and defendant Hugo Quackenbush are parties. We reject all of Stasz's contentions and affirm.

Disagreements arose between Stasz and Quackenbush that were settled by way of a written agreement negotiated by their respective counsel. The agreement mandated the arbitration of all subsequent disputes before the American Arbitration Association (AAA). Disputes later arose. Instead of initiating arbitration, Stasz filed a civil action against Quackenbush. He successfully moved to compel arbitration of the matter before the AAA. He also filed his own claim against Stasz in the arbitration. The arbitrator found in Quackenbush's favor on all claims. The trial court confirmed the arbitration award and entered judgment accordingly. Stasz appeals. In the nonpublished portion of this opinion, we affirm the judgment because Stasz has not shown that the arbitration award should be vacated on any statutory grounds. (See Code Civ. Proc., § 1286.2, subd. (a).)

Stasz filed a separate civil action against, among others, Quackenbush's attorneys, alleging wrongdoing on their part in negotiating and drafting the settlement agreement and in pursuing Quackenbush's claim against her in the arbitration. Relying on a similar theory, Stasz named Quackenbush's employer, The Charles Schwab Corporation (the Schwab firm), as a defendant. The attorneys and the Schwab firm moved to strike the complaint as a "Strategic Lawsuit Against Public Participation" (SLAPP) (Code Civ. Proc., § 425.16). The trial court granted the motion and entered an order striking the complaint. Stasz appeals. In the nonpublished portion of this opinion, we affirm the order because Stasz sought to impose liability based on conduct protected by the anti-SLAPP statute, and she did not make a sufficient showing that she would prevail at trial.

In the same action, Stasz also sued the AAA, alleging that it had been biased against her and should have stayed the arbitration proceedings pending the outcome of her appeal in a case in which she challenged the arbitration provision. The AAA demurred to the complaint on the ground that, under California common law, it was immune from liability. The trial court sustained the demurrer without leave to amend and ordered the case dismissed. Stasz appeals. In the published portion of this opinion, we, too, conclude that the AAA is immune from liability and affirm.

I BACKGROUND

Quackenbush is an employee of the Schwab firm, a securities broker. He is a longtime friend of the firm's founder, Charles Schwab.¹

From 1997 to 2000, Stasz and Quackenbush had an intimate relationship. It came to a bitter end. In 2000, he filed an action in San Francisco County Superior Court and obtained a temporary restraining order against her (Quackenbush v. Stasz (Super. Ct. S.F. City and County, 2000, No. FL 036974)). She threatened to file a countersuit and embarrass Quackenbush by making public statements about him, Charles Schwab, and the Schwab firm. Stasz claimed to have found embarrassing information while going through Quackenbush's personal papers and effects. She intended to disclose that information generally to the public and also in connection with the pending and contemplated litigation.

Quackenbush and Stasz decided to settle their disputes. Quackenbush was represented by counsel in negotiating a written settlement agreement. Stasz, who has a law degree, was also represented by counsel of her choosing. Several drafts of the agreement were exchanged. Effective May 1, 2000, Stasz and Quackenbush entered into a "Confidential Settlement Agreement and General Release" (settlement agreement or agreement).

The settlement agreement obligated both parties to keep confidential the existence and terms of the agreement and the nature of their disputes. Stasz agreed to make no statement to any third person about Quackenbush, Charles Schwab, the Schwab firm, or the firm's officers or directors except that she could refer to the Schwab firm in nondisparaging terms. Similarly, Quackenbush agreed to make no statement to any third person about Stasz. Both parties were allowed to state to others that they had been in a relationship together, had disagreements, and parted ways. Neither party was to contact or communicate directly with the other in any way, including by telephone, in person, or in writing. The parties were allowed to contact one another through counsel. Within three days after the execution and delivery of the agreement, each party was to return to the other party all originals and copies of the other party's personal papers.

Under the agreement, Quackenbush was to pay Stasz $3,175,000, secured by a deed of trust on an apartment building he owned. An initial payment of $2.5 million was due when Stasz vacated an apartment in that building. Additional payments of $225,000 were to be made on the first, second, and third anniversaries of the agreement's effective date, provided Stasz complied with all of the provisions of the agreement.

The agreement contained an arbitration provision, stating: "Any and all disputes of any kind between the parties, including but not limited to ones arising out of or related to interpretation or enforcement of any provision of this Agreement, shall be resolved by confidential binding arbitration before the [AAA] Large, Complex Commercial Dispute Panel in San Francisco, California before a single neutral arbitrator under the AAA Large, Complex Commercial Dispute Rules and Rules for Emergency Measures of Protection and California law. All aspects of the arbitration (including but not limited to pre-hearing, discovery (if any) and hearing procedures) shall be kept strictly confidential and sealed. The arbitrator shall have the power to award provisional, ancillary, temporary, preliminary and permanent equitable remedies, including but not limited to injunctive relief; but either party may at its option without waiving its right to arbitration hereunder seek injunctive relief from a court with jurisdiction over the parties and the subject matter. The arbitrator's award or awards shall be final and binding, and judgment on any award may be entered in any court having jurisdiction over the parties and the subject matter.... All pleadings and other documents in any court proceedings between the parties shall be filed to the extent legally permitted under seal."

Stasz moved out of the apartment, and Quackenbush paid her $2.5 million. In the months that followed, Stasz contacted Quackenbush directly by telephone on several occasions. During some of the calls, Stasz said that, unless Quackenbush gave her more money, she would make statements to third parties that would embarrass him, his colleagues, and the Schwab firm. She also sent letters to the Schwab firm, discussing Quackenbush and the settlement agreement.

On July 24, 2000, Quackenbush initiated arbitration proceedings against Stasz, filing a claim with the AAA and alleging violations of the noncontact and confidentiality provisions of the settlement agreement. Stasz refused to pay her share of the AAA filing fee, so Quackenbush paid it on her behalf. Stasz filed a counterclaim in the arbitration, seeking specific enforcement of the agreement.

Shortly after commencing arbitration, Quackenbush filed an application with the AAA, seeking an interim restraining order against Stasz to stop her from committing further violations of the settlement agreement. The AAA appointed a retired superior court judge to serve as arbitrator and hear the application. While the application was pending, Stasz sent Quackenbush's counsel a letter in which she threatened to file suit unless she was paid $50 million. A copy of a draft complaint was attached to the letter.

Stasz stipulated to the entry of an interim restraining order, which was issued on November 30, 2000. Over Stasz's objection, the arbitrator made findings in issuing the order, concluding that the claims asserted in Stasz's draft complaint had to be resolved through arbitration, not in court, and that some of the allegations, if made public, would violate the confidentiality provisions of the settlement agreement. The order directed Stasz to comply with the noncontact and confidentiality terms of the agreement.

On or about November 27, 2000, Stasz filed an action in Los Angeles County Superior Court (Stasz v. Quackenbush (Super.Ct.L.A.County, 2000, No. BS066549)) (Stasz I), challenging the validity of the arbitration provision in the settlement agreement. She brought a motion to "excise" the arbitration provision, asserting that it was unconscionable. By order dated January 17, 2001, the superior court, Judge Ronald Cappai presiding, denied the...