Baker & McKenzie LLP v. Yehuda CA2/1 filed 7/24/26

Filed 7/24/26 Baker & McKenzie LLP v. Yehuda CA2/1
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION ONE

BAKER & MCKENZIE LLP,

Plaintiff and Respondent,

v.

YORAM YEHUDA et al.,

Defendants and Appellants.

B341253

(Los Angeles County
Super. Ct. No. 22VECV01421)

APPEAL from a judgment of the Superior Court of Los Angeles County, Huey P. Cotton, Jr., Judge. Affirmed.
Decker Law, James Decker, Griffin Schindler and Chris Jones for Defendants and Appellants.
Bartko Pavia, Robert H. Bunzel, C. Griffith Towle and P. Casey Mathews for Plaintiff and Respondent.
____________________________
Yoram and Sharona Yehuda appeal from a judgment in favor of Baker & McKenzie LLP (Baker), a law firm. Baker sued the Yehudas to recover unpaid fees and costs incurred in representing the Yehudas in a lawsuit in Florida.
On appeal, the Yehudas argue their engagement agreement with Baker terminated by its own terms before Baker had provided the services for which it sought payment, and therefore the trial court erred in finding breach of a written agreement. The Yehudas further argue Baker’s alternative claims for unjust enrichment and quantum meruit are time-barred.
Apart from finding a breach of the engagement agreement,
the trial court found in the alternative that the Yehudas promised in numerous e-mails to pay Baker’s fees, and those promises were themselves enforceable written agreements the Yehudas breached. The Yehudas’ arguments concerning the engagement agreement provide no basis to conclude the trial court’s alternative findings were in error.
Accordingly, we affirm.
BACKGROUND
The Yehudas retained Baker in 2017 to represent them in a lawsuit filed against them in federal district court in Florida. Baker and the Yehudas signed an engagement letter drafted by Baker stating Baker would represent the Yehudas “for the limited purpose of challenging, and seeking dismissal of, certain claims asserted in the . . . complaint.” The letter continued, “The engagement will terminate after the initial challenges outlined above are completed and ruled upon (including any necessary appeals). [Baker] does not represent the [Yehudas] at this time for actions outside the scope of the aforementioned limitations, including efforts concerning the underlying defense on the merits of the proceeding. If the [Yehudas] desire that [Baker] represent [them] in addition to, or following the initial challenges, a new engagement letter will be entered or an addendum to this limited engagement will be added.” The letter stated Baker would bill the Yehuda’s “monthly, with payment due upon receipt of our statement.”
The engagement letter incorporated Baker’s “Standard Terms of Engagement.” Those terms stated, “Any change to these terms must be made or confirmed in writing in the Assignment Letter and be signed by the Managing Partner of one of our Firm offices.”
Baker continued to represent the Yehudas beyond the scope outlined in the engagement letter, including at trial. The Yehudas paid over a million dollars in fees and costs to Baker, but fell behind in paying Baker’s invoices, and eventually stopped paying them altogether. Ultimately, the Yehudas lost at trial, after which Baker withdrew from the case due to unpaid invoices.
Baker then sued the Yehudas in Los Angeles County Superior Court to recover its unpaid fees and costs. Baker asserted causes of action for breach of contract, unjust enrichment, and quantum meruit. Following a bench trial, the trial court issued a statement of decision ruling in favor of Baker. The Yehudas filed no objections to the statement of decision.
In the statement of decision, the trial court rejected the Yehudas’ argument that because the engagement letter was limited in scope, it did not apply to all the unpaid invoices. The court found, based on witness testimony including from Mr. Yehuda, as well as written communications between the parties, that the Yehudas “approved Baker’s expanded scope of services” and the engagement letter was applicable to all of Baker’s invoiced services.
The court further found, “In addition to [the engagement letter], the Yehudas’ numerous promises to pay Baker, on which Baker relied and provided valuable consideration through continued services, are also enforceable express promises.” The court cited e-mails between the parties in which the Yehudas stated they would pay Baker’s invoices. For example, in one email the Yehudas stated they would pay Baker $50,000 a month until their balance was paid. The court wrote, “There was mutual assent, consideration and damages flowing from these additional written promises.” The court also found the e-mails “ratif[ied] the obligations” in the engagement letter and “estop[ped] the Yehudas from erecting false narratives now to avoid payment.”
The court concluded that because the parties had an enforceable express written agreement, the court could not grant relief under principles of quantum meruit and unjust enrichment. The court stated, however, that Baker had proved the elements of these theories as well. The court noted, “The amount owed is the same, regardless of legal theory.”
The trial court entered judgment of just over a million dollars against the Yehudas. The Yehudas timely appealed.
DISCUSSION
On appeal, the Yehudas argue the trial court erred in finding the Yehudas’ breached the engagement letter. The Yehudas contend the engagement letter’s scope was limited to motions to dismiss, and therefore the letter by its own terms terminated once the Florida district court ruled on those motions. The Yehudas assert the parties never agreed to an addendum to that engagement letter or a new engagement letter expanding the scope of Baker’s services.
The Yehudas further argue the trial court erred in applying Florida’s statute of limitations to Baker’s quantum meruit and unjust enrichment claims. The Yehudas contend California’s statute of limitations prevails in a choice-of-law analysis, and the quantum meruit and unjust enrichment claims are untimely under California’s statute.
As noted, the trial court did not base its finding of breach of written contract exclusively on the engagement agreement. It also found that, separate and apart from the engagement letter, the Yehudas’ subsequent e-mails promising payment were themselves enforceable written promises. The court further found those e-mails estopped the Yehudas “from erecting false narratives now to avoid payment.” Whatever the merits of the Yehudas’ arguments concerning the engagement agreement, those arguments do not demonstrate the trial court’s alternative findings were in error.
In their reply brief, the Yehudas argue the trial court’s reference to “ ‘the Yehudas’ numerous promises to pay Baker,’ ” which the court concluded “ ‘ratif[ied] the obligations in [the engagement letter],’ ” “were related to the theory that the written [engagement letter] was modified, and not to any theory of an independently enforceable oral contract.” The Yehudas further argue the trial court could not grant recovery “under a theory of enforceable oral promise or oral contract,” because Baker’s complaint solely alleged breach of a written contract.
We disagree with the Yehudas’ reading of the trial court’s decision. The court stated, “In addition to [the engagement letter], the Yehudas’ numerous promises to pay Baker . . . are also enforceable express promises.” (Italics added.) This language is inconsistent with Yehudas’ view that the trial court found the Yehudas’ promises merely modified the engagement letter.
The statement of decision also undercuts the Yehudas’ argument the trial court improperly relied on a theory of oral contract. In making its findings, the trial court cited e-mails, i.e., writings, from the Yehudas, and characterized them as “additional written promises.” (Italics added.)
At oral argument, the Yehudas’ counsel argued Baker’s cause of action for breach of written contract was based solely on the engagement letter, and therefore the court’s finding that the e-mails were separately enforceable was outside the scope of the pleadings. Counsel further argued an “enforceable express promise” is not a legally valid for recovery. We decline to reach these arguments raised for the first time at oral argument. (Leeds v. City of Los Angeles (2025) 115 Cal.App.5th 537, 547, fn. 5.) The Yehudas in their opening brief state, “Baker exclusively relies on the Fee Agreement as the basis for its claim of breach of written contract,” but the Yehudas’ briefing does not explain why the trial court’s alternative findings based on the e-mails and estoppel are in error.
Because we affirm the trial court’s judgment based on breach of written contract, we do not reach the Yehudas’ contentions regarding quantum meruit and unjust enrichment.
DISPOSITION
The judgment is affirmed. Baker & McKenzie LLP is awarded its costs on appeal.
NOT TO BE PUBLISHED.
BENDIX, J.
We concur:
ROTHSCHILD, P. J.
WEINGART, J.