Filed 12/27/21

CERTIFIED FOR PARTIAL PUBLICATION*

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION EIGHT

STEVEN A. SUGARMAN et al.,

Plaintiffs and Appellants,

v.

CHRISTOPHER L. BROWN,

Defendant and Respondent;

J. FRANCISCO TURNER,

 Defendant and Appellant.

B308318

(Los Angeles County

Super. Ct. No. 19STCV36697)

 

APPEALS from orders of the Superior Court of Los Angeles 

County, Gregory Wilson Alarcon, Judge. Order on defendant 

Brown’s motion affirmed; order on defendant Turner’s motion 

affirmed in part and reversed in part.

* Pursuant to California Rules of Court, rule 8.1110, this 

opinion is certified for publication with the exception of part 2 of 

the Discussion.
2

Anderson Kill California, Bridget B. Hirsch, Erik I. Jackson; 

Anderson Kill and Cozen O’Connor, Jeremy E. Deutsch and 

Christian V. Cangiano for Plaintiffs and Appellants.

O’Melveny & Myers, William K. Pao and David L. Iden for 

Defendant and Appellant.

Foley & Lardner, Samuel J. Winer, Adrian L. Jensen, 

Kathryn Shoemaker and Tony Tootell for Defendant and 

Respondent.

____________________________________

SUMMARY

Plaintiff Steven A. Sugarman sued Banc of California, 

several individual directors and Banc executives, and Banc’s lead 

auditor, in the wake of a scandal that led to plaintiff’s resignation 

from his positions at Banc in January 2017. All the defendants 

filed anti-SLAPP (strategic lawsuits against public participation, 

Code Civ. Proc., § 425.16) motions to strike various of the 

12 causes of action plaintiff alleged. (Further statutory references 

are to this section of the Code of Civil Procedure unless otherwise 

specified.)

These appeals are from rulings on two of the motions: one by 

the auditor, defendant Christopher L. Brown (the Brown order), 

and one by defendant J. Francisco A. Turner, Banc’s interim 

president and chief financial officer (CFO) until he too left Banc, 

and the banking industry, in June 2017 (the Turner order). Banc, 

and the other individual directors and executives as a group, also 

filed anti-SLAPP motions that are the subject of a separate appeal. 

(Sugarman v. Benett (Dec. 27, 2021, B307753).) 

In the published portion of our opinion, we affirm the Brown 

order granting defendant Brown’s motion in part. We hold 
3

statements in an annual 10-K report filed with the Securities and 

Exchange Commission (SEC) constitute statements “made in 

connection with an issue under consideration or review by [an]

official proceeding” under section 425.16, subdivision (e)(2). In the 

nonpublished portion of our opinion, we affirm the Turner order in 

part and reverse it in part, concluding the trial court should have 

granted defendant Turner’s motion in its entirety. 

FACTS

1. The Parties

Plaintiff is the former chairman of the board, president and 

chief executive officer (CEO) of defendants Banc of California, Inc., 

and Banc of California, N.A. (Banc). He resigned his positions at 

Banc on January 23, 2017. The Steven and Ainslie Sugarman 

Living Trust, a revocable living trust and stockholder in Banc, is 

also a plaintiff. For convenience, we refer to both Mr. Sugarman 

and the trust in the singular as plaintiff.

Plaintiff sued defendants in connection with their conduct 

after plaintiff’s resignation. Mr. Turner was interim CFO of Banc, 

and also became interim president when plaintiff resigned. (He 

was not a director.) He resigned and left the banking industry on 

June 12, 2017. Mr. Brown was employed by the accounting firm 

KPMG, Banc’s outside auditor, and was the lead audit partner for 

Banc’s 2016 fiscal year. 

The other seven named defendants are or were members of 

Banc’s board of directors or officers of Banc. The parties refer to

these defendants (and Mr. Turner) as the Banc individuals, and to 

Banc and these defendants collectively as the Banc defendants.

2. The Complaint

The operative complaint spans 166 pages, plus more than 

600 pages of attached exhibits. Plaintiff alleged 12 causes of 
4

action. The seven causes of action at issue in these appeals fall 

into four categories: (1) fraudulent inducement and negligent 

misrepresentation to induce holder to hold securities (the 

inducement claims); (2) preventing subsequent employment by 

misrepresentation (blacklisting) and tortious interference with 

prospective economic advantage; (3) unfair competition and 

conspiracy to engage in unfair competition (the UCL claims; Bus. 

& Prof. Code, § 17200 et seq.); and (4) defamation.

The complaint alleges that plaintiff reported wrongdoing and 

self-dealing by defendant Halle Benett and others at Banc, and 

then he resigned, after the director defendants refused to address 

the wrongdoing (described at length in the complaint). A 

separation agreement provided severance payments in exchange 

for mutual releases of all potential claims that existed as of 

January 23, 2017. Defendants immediately launched a campaign 

to attack plaintiff in order to conceal their wrongdoing, dissuade 

him from selling his Bank stock, and harm his ability to compete 

with defendants. 

In addition to concealing “numerous illegal acts” and 

breaching various contracts, defendants “also have hidden from 

[plaintiff] the true state of Banc’s business including its cratering 

financial performance since his departure,” and took various 

actions “to obscure the devastating effects their illegal actions had 

on Banc’s business, financial performance and prospects. 

Defendants made their false representations in order to harm 

[plaintiff] including in order to induce [plaintiff] to hold his Banc 

securities in reliance on the false information, promises, and 

disclosures.” The complaint alleges defendants “have conducted a 

coordinated campaign . . . to further their Cover Up, to damage 

[plaintiff’s] reputation with a barrage of vindictive, untrue, and 
5

harmful actions; to publish and distribute false and misleading 

information intended to present [plaintiff] in a negative light; and 

to scapegoat [plaintiff] for their wrong-doing and [m]isconduct 

which has resulted in tens of millions of dollars of damages to 

[plaintiff].” 

We will describe the allegations in more detail in our legal 

discussion.

3. Background Facts

As might be expected, plaintiff and defendants paint a very 

different picture of the circumstances surrounding plaintiff’s 

resignation and the aftermath. Some background facts are not 

open to dispute.

Plaintiff is a prominent businessman and entrepreneur in 

California and headed Banc from 2013 until January 2017.

On October 18, 2016, an anonymous blogger made 

allegations of wrongdoing against Banc and senior officers and 

directors at Banc, claiming they had extensive ties to notorious 

fraudster Jason Galanis, who was known for secretly gaining 

control of financial institutions and other public companies and 

looting their assets. The blog post concluded Banc was “simply uninvestible.” Plaintiff was prominent among the officers and 

directors named in the blog post.

That same day, Banc published a press release announcing it 

was aware of the allegations posted; the board, acting through its 

disinterested directors, had previously begun a thorough 

independent investigation of claims of an affiliation between 

Galanis and company personnel; the board had received regular 

reports over the last year from the law firm leading the 

investigation; and certain claims of affiliations made by Galanis 
6

concerning a company in which plaintiff had an interest were 

fraudulent. 

Three months later, on January 23, 2017, Banc issued two 

more press releases. One announced a new chairman of the board 

(defendant Sznewajs) and plaintiff’s resignation. The other 

provided an update on the independent investigation into the blog 

post allegations. It stated that, in response to the allegations in 

the blog post, the board formed a special committee that began a 

process to review the allegations. On October 27, 2016, Banc’s 

independent auditor, KPMG, sent a letter “raising concerns about 

allegations of ‘inappropriate relationships with third parties’ and 

‘potential undisclosed related party transactions.’ ” On October 30, 

2016, the special committee hired a law firm with no prior 

relationship with Banc to conduct an independent investigation of 

the issues raised by the blog post and questions raised by the 

KPMG letter.

The press release further stated the inquiry had determined 

that Banc’s initial October 18, 2016 press release contained 

inaccurate statements. While an investigation had been conducted 

before the blog post appeared, “it appears to have been directed by 

Company management rather than any subset of independent 

directors,” and the press release did not disclose that the law firm 

conducting the investigation had previously represented both Banc 

and plaintiff individually. (A declaration from a lawyer for the 

Banc individuals states that plaintiff ordered the October 18 press 

release to be published; plaintiff’s declaration states others at Banc 

drafted and disseminated the release.) 

The press release reported that on January 12, 2017, the 

SEC “issued a formal order of investigation directed at certain of 

the issues that the Special Committee is reviewing,” and 
7

subpoenaed documents from Banc, “primarily relating to the 

October 18, 2016 press release and associated public statements.” 

The January 23, 2017 press release also announced changes 

in corporate governance policies, including separating the roles of 

board chair and CEO, and indicated Banc was “in the process of 

preparing a more rigorous policy to govern review and approval of 

proposed related party transactions.” 

Also on January 23, 2017, the first of several class action 

complaints was filed, alleging violation of federal securities laws, 

naming Banc, plaintiff, and two other defendants. The complaint 

described the blog post and ensuing events, and alleged false or 

misleading communications to investors and failures to disclose 

material information relating to the blog post investigation. 

On February 9, 2017, the law firm conducting the 

independent investigation for the special committee reported that 

its inquiry found no evidence Jason Galanis had any control or 

undue influence over Banc. 

More than two and a half years later, on September 15, 

2019, the lead plaintiff in the securities litigation agreed to dismiss 

Mr. Sugarman with prejudice. The agreement states the class 

action plaintiff found no proof Galanis had any control over 

Mr. Sugarman or affected his actions, and the October 18, 2016 

press release reflected information provided to Mr. Sugarman. 

The agreement provided the dismissal with prejudice was to 

become effective upon approval of the agreement as well as a 

settlement with Banc. 

A month later, plaintiff filed the complaint in this case. 

Several weeks after that, plaintiff was voluntarily dismissed, 

without prejudice, from Banc stockholder derivative litigation. 
8

On December 20, 2019, the SEC concluded its investigation 

of plaintiff, with no action being taken. 

4. The Anti-SLAPP Motions and Rulings

This appeal concerns only the separate anti-SLAPP motions 

brought by Mr. Turner and Mr. Brown. We will describe the 

motions, relevant facts and rulings in the separate legal 

discussions of the Brown and Turner motions.

The trial court granted Mr. Brown’s motion to strike 

allegations that concerned Mr. Brown’s sign-off representation as 

lead auditor in Banc’s 2016 audit report. The court granted 

Mr. Turner’s motion to strike plaintiff’s fraudulent inducement 

and reputational harm causes of action, and denied Mr. Turner’s 

motion to strike plaintiff’s UCL causes of action.

Plaintiff appealed from the Brown order, and from the 

Turner order striking the inducement and reputational harm 

claims. Mr. Turner appealed from the Turner order denying his 

motion to strike the UCL claims.

DISCUSSION

The anti-SLAPP statute and procedures have been described 

many times.

A defendant may bring a special motion to strike any cause 

of action “arising from any act of that person 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 . . . .” (§ 425.16, subd. (b)(1).) When ruling on an antiSLAPP motion, the trial court employs a two-step process. The 

moving defendant bears the initial burden of establishing that the 

challenged allegations or claims “ ‘ “aris[e] from” protected activity 

in which the defendant has engaged. [Citations.] If the defendant 

carries its burden, the plaintiff must then demonstrate its claims 
9

have at least “minimal merit.” ’ [Citation.] If the plaintiff fails to 

meet that burden, the court will strike the claim.” (Wilson v. Cable 

News Network, Inc. (2019) 7 Cal.5th 871, 884.) 

In making these determinations, the trial court considers 

“the pleadings, and supporting and opposing affidavits stating the 

facts upon which the liability or defense is based.” (§ 425.16, 

subd. (b)(2).) “As to the second step, a plaintiff seeking to 

demonstrate the merit of the claim ‘may not rely solely on its 

complaint, even if verified; instead, its proof must be made upon 

competent admissible evidence.’ ” (Monster Energy Co. v. 

Schechter (2019) 7 Cal.5th 781, 788.)

Our review is de novo. (Soukup v. Law Offices of Herbert 

Hafif (2006) 39 Cal.4th 260, 269, fn. 3.)

1. Mr. Brown’s Anti-SLAPP Motion

Plaintiff alleged two causes of action against Mr. Brown 

based on the same facts. Plaintiff alleged Mr. Brown made 

misrepresentations that induced plaintiff to hold his Banc common 

stock and warrants. The misrepresentations alleged were of two 

types. 

First, plaintiff alleged misrepresentations in January 2017 

(before he resigned), that Mr. Brown made directly to him, that 

Mr. Brown would conduct a thorough investigation of plaintiff’s 

allegations of wrongdoing, and KPMG would not certify Banc’s 

financials until ensuring the disclosures were accurate and 

truthful. 

The second kind of misrepresentation was Mr. Brown’s “signoff representation” in the audit report. The complaint alleged 

plaintiff was “induced to hold his Banc securities because of 

representations by Defendant Brown including his personal sign 

off as lead audit partner on the Banc’s 2016 fiscal year financial 
10

audit on March 1, 2017,” and further referred to the “March 1, 

2017 Form 10K attaching the financial statements with Defendant 

Brown’s knowingly false audit report,” all attached to the 

complaint. 

Mr. Brown sought to strike both causes of action in their 

entirety. The trial court granted Mr. Brown’s motion in part. 

The court found Mr. Brown did not show the direct 

representations he made to plaintiff in January 2017 were 

protected activity. Mr. Brown’s sign-off representation in the audit 

report, however, was a statement included in a 10-K annual report 

filed with the SEC, and thus was protected activity as a statement 

made “in connection with an issue under consideration or review 

by a legislative, executive, or judicial body, or any other official 

proceeding authorized by law” (§ 425.16, subd. (e)(2)). 

Further, the court found plaintiff did not show a probability 

of prevailing on his claim. Plaintiff instead argued (contrary to the 

allegation in his complaint just quoted) that the audit report was 

not the misrepresentation on which he relied; he complained only 

of the January 2017 personal statements made directly to him; and 

the audit report was merely “evidence which misled Sugarman to 

believe that Brown actually followed through on his January 2017 

assurances.” The trial court rejected this contention.

Mr. Brown does not challenge the court’s ruling that he did 

not establish his direct statements in January 2017 were protected 

activity. The only issue on appeal is Mr. Brown’s sign-off 

representation in the audit report. We conclude the 

representations in the audit report were protected activity, and 

plaintiff failed to show a probability of prevailing on his claim.
11

a. Protected activity

Plaintiff argues first that Banc’s 10-K, containing Banc’s 

2016 fiscal year financial audit dated March 1, 2017—and 

Mr. Brown’s sign-off on that audit—is not protected activity. 

Plaintiff cites no authority for that proposition, and instead 

contends the precedent the trial court relied on—Hawran v. Hixson 

(2012) 209 Cal.App.4th 256 (Hawran)—does not support it. We 

think otherwise.

The categories of activity protected under the statute appear 

in section 425.16, subdivision (e). They include any written or oral 

statement or writing (1) “made before a legislative, executive, or 

judicial proceeding, or any other official proceeding authorized by 

law” or (2) “made in connection with an issue under consideration 

or review by a legislative, executive, or judicial body, or any other 

official proceeding authorized by law” or (3) “made in a place open 

to the public or a public forum in connection with an issue of public 

interest,” or (4) “any other 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.” (§ 425.16. subd. (e)(1)–(4).)

In Hawran, “the trial court found [the defendant company’s] 

Form 8-K put the issues identified in the form under consideration 

or review by the SEC,” and that the company’s press release, “from 

which [the plaintiff’s] claims arose, was thus protected as a writing 

‘made in connection with an issue under consideration or review by 

. . . any other official proceeding authorized by law,’ ” quoting 

subdivision (e)(2). (Hawran, supra, 209 Cal.App.4th at p. 269.) 

The Court of Appeal continued: “This finding alone subjects [the 

plaintiff’s] claims to section 425.16.” (Ibid.) But the court went on 

to indicate that the plaintiff stated he would not challenge the trial 
12

court’s finding that his claims fell within subdivision (e)(2) (instead 

contending unsuccessfully that the commercial speech exception 

applied). Consequently, the court stated it “need not reach the 

correctness of that finding.” (Hawran, at p. 270.) Later, however, 

in a discussion of the fair reporting privilege, the court observed 

that the Form 8-K “was filed for the purpose of complying with the 

SEC’s mandatory disclosure requirements,” and “may constitute a 

writing before an official proceeding,” citing Fontani v. Wells Fargo 

Investments, LLC (2005) 129 Cal.App.4th 719, 731-732 (Fontani).1

(Hawran, at p. 281.)

In Fontani, the court held that the defendant’s report to the 

National Association of Securities Dealers (NASD) on a Form U-5, 

describing the reasons for the plaintiff’s termination, was protected 

activity under subdivision (e)(1) of the statute (statements made 

“before . . . [an] official proceeding authorized by law”), and under 

subdivision (e)(4) (any other conduct in connection with an issue of 

public interest). (Fontani, supra, 129 Cal.App.4th at pp. 725, 728.) 

The court concluded the NASD was “a regulatory surrogate for the 

SEC,” and “[b]ecause at least one purpose of a Form U-5 is to 

trigger a regulatory investigation where warranted [citation], the 

NASD requires and receives [Form U-5’s] from members in its role 

as the primary regulatory body of the broker-dealer industry.” 

(Id. at p. 729.) Further, “the NASD is the type of regulatory body 

before which communication is routinely protected by the antiSLAPP law.” (Id. at p. 730.)

In Fontani, the plaintiff argued that “not every 

communication related to an official body, no matter how 

1 Fontani was disapproved on other grounds in Kibler v. 

Northern Inyo County Local Hospital Dist. (2006) 39 Cal.4th 192, 

203, footnote 5.
13

tangential that relation may be, qualifies as being made before an 

official proceeding under the anti-SLAPP law.” (Fontani, supra, 

129 Cal.App.4th at p. 731.) The court said that argument did not 

apply in the case before it, because subdivision (e)(1) “encompasses 

communications designed to prompt official action,” and “an NASD 

investigation is at least one potential consequence of a Form U-5 

filing that contains allegations of improper conduct by a brokerdealer.” (Fontani, at p. 731.) The court concluded the Form U-5 

was therefore a communication made in anticipation of the 

bringing of an official proceeding, and “constitute[d] a 

communication before an official proceeding authorized by law 

under section 425.16, subdivision (e)(1).” (Id. at p. 732.)

Fontani also concluded that the defendant’s statement to the 

NASD “concerned possible conduct capable of affecting a 

significant number of investors,” and consequently “the Form U-5 

contents concerning [the plaintiff’s] purported misconduct . . . 

concern a matter of public interest under section 425.16, 

subdivision (e)(4).” (Fontani, supra, 129 Cal.App.4th at p. 733.)

Neither Hawran nor Fontani directly addresses whether 

statements in an annual 10-K report filed with the SEC constitute 

statements “made in connection with an issue under consideration 

or review by [an] official proceeding” under subdivision (e)(2). But 

we think that is necessarily so given the SEC’s mandatory 

disclosure and review requirements. The SEC is required by law 

to review disclosures made by issuers of securities, “including 

reports filed on Form 10-K,” “on a regular and systematic basis” 

and no less frequently “than once every 3 years.” (15 U.S.C. 

§ 7266, subds. (a) & (c).) “Such review shall include a review of an 

issuer’s financial statement.” (15 U.S.C. § 7266, subd. (a).) In our 

view, this alone subjects plaintiff’s claims against Mr. Brown to the 
14

anti-SLAPP statute. Moreover, in this case the audit report in the 

10-K specifically addressed the October 2016 blog post and Banc’s 

subsequent actions—matters that were, as the audit report 

indicated, then under investigation by the SEC. Under these 

circumstances, we conclude the audit report statements in the 10-

K filing qualify for anti-SLAPP protection as statements “made in 

connection with an issue under consideration or review” by the 

SEC. (§ 425.16, subd. (e)(2).)

Plaintiff contends that his claims against Mr. Brown did not 

arise from the audit report, and instead the audit report is merely 

evidence that plaintiff justifiably relied on Mr. Brown’s earlier oral 

representations in January 2017. We disagree with plaintiff’s 

contention, which is contradicted by his own verified complaint.

“[A] claim may be struck only if the speech or petitioning 

activity itself is the wrong complained of, and not just evidence of 

liability or a step leading to some different act for which liability is 

asserted.” (Park v. Board of Trustees of California State 

University (2017) 2 Cal.5th 1057, 1060 (Park).) Park explained: 

“A claim arises from protected activity when that activity underlies 

or forms the basis for the claim. [Citations.] Critically, ‘the 

defendant’s act underlying the plaintiff's cause of action 

must itself have been an act in furtherance of the right of petition 

or free speech.’ [Citations.] . . . [T]he focus is on determining 

what ‘the defendant’s activity [is] that gives rise to his or her 

asserted liability.” (Id. at pp. 1062–1063.)

Here, the audit report in the 10-K filing clearly “forms the 

basis for” plaintiff’s fraudulent inducement claims and “ ‘gives rise 

to [Mr. Brown’s] asserted liability.’ ” (Park, supra, 2 Cal.5th at 

pp. 1062, 1063.) Plaintiff said so himself in his verified complaint. 

For example, the complaint alleges plaintiff was induced to hold 
15

his Banc securities “because of representations by Defendant 

Brown including his personal sign off as lead audit partner on the 

Banc’s 2016 fiscal year financial audit on March 1, 2017.” And, 

“[t]he March 1, 2017 Form 10K attaching the financial statements 

with Defendant Brown’s knowingly false audit report was signed, 

inter alia, by Defendants Boyle, Turner, Sznewajs, Benett, Karish, 

Schnel and Lashley. These defendants knew that the statements 

in the Form 10K and attached audit report were false and 

misleading.” 

We see no basis to conclude the “knowingly false audit 

report” did not give rise to Mr. Turner’s asserted liability, or that it 

“merely provides evidence that supports Plaintiff[’s] fraud-based 

claims,” particularly since plaintiff expressly alleged he was 

induced to hold his securities because of representations in the 

audit report. 

b. Probability of prevailing

Plaintiff presented no evidence on the merits of his claim, 

simply arguing the audit report was only evidence and not the 

misrepresentation on which he relied—the contention we have just 

rejected. Plaintiff offers no other evidence to establish the 

elements of fraudulent inducement or negligent misrepresentation, 

and accordingly has not shown a probability of prevailing on the 

claims that Mr. Brown’s audit report sign-off induced him to hold 

his securities. The trial court correctly struck those allegations.

[Begin nonpublished portion]

2. Mr. Turner’s Anti-SLAPP Motion

Plaintiff alleged six causes of action against Mr. Turner: the 

inducement claims, the reputational harm claims, and the UCL 

claims. We discuss the allegations, the evidence, and our 
16

conclusions separately for the inducement claims, and then turn to 

the other claims.

a. The inducement claims: the facts

Plaintiff alleged Mr. Turner made significant 

misrepresentations on which plaintiff reasonably relied to hold, 

rather than sell his stock. These misrepresentations were made in 

six investor presentations, in an earnings call, and in a 10-Q 

quarterly report of financial performance filed with the SEC. 

The misrepresentations related to Banc’s financial 

projections, including optimistic earnings per share guidance 

asserting Banc “would make $2.00 per share and achieve very 

attractive financial returns across multiple metrics.” Plaintiff’s 

complaint cites and attaches Banc’s Form 8-K’s filed with the SEC, 

which attach the investor presentation materials containing the 

earnings per share guidance.2

Mr. Turner’s alleged misrepresentations “also related to 

Banc’s ‘significantly enhanced corporate governance,’ and other 

similar statements related to Banc’s internal controls.” 

Earnings per share missed the January 30, 2017 guidance by 

over 60 percent. 

Mr. Turner’s anti-SLAPP motion contended the inducement 

causes of action arose from protected activity—from statements in 

SEC filings, investor presentations, and press releases about 

Banc’s internal controls and efforts to improve corporate 

governance—all of which were statements made to the public 

2 “The SEC requires disclosure of specified material changes 

and other events ‘that the registrant deems of importance to 

security holders’ whenever they occur via a Form 8-K.” (Hawran, 

supra, 209 Cal.App.4th at p. 263, fn. 2.)
17

about an issue of public interest under section 425.16, 

subdivision (e)(4). Plaintiff could not establish a probability of 

prevailing, Mr. Turner argued, because they could not establish 

they relied on Mr. Turner’s statements when deciding to hold their 

securities, or that he made statements with the intent to induce 

plaintiff’s reliance.3

In response to Mr. Turner’s motion and to the other antiSLAPP motions, plaintiff submitted an 80-page declaration, along 

with several other declarations. (The other declarations relate to 

plaintiff’s reputational harm and UCL claims, discussed post.) 

Mr. Turner filed 140 objections, many of which were sustained. 

The trial court found all of plaintiff’s allegations against 

Mr. Turner arose from protected activity under subdivision (e)(4). 

The court stated the allegations that Mr. Turner participated in a 

May 3, 2017 earnings call, and approved and signed a 10-Q filed by 

Banc on May 10, 2017, misrepresenting Banc’s financial position 

including inflated earning guidance, were public statements 

relating to Banc’s financial position “with a likelihood to impact 

individual investors as well as ‘market sectors or the markets as a 

whole,’ ” citing Fontani, supra, 129 Cal.App.4th at page 733. 

Plaintiff could not prevail on these claims, the court said, because 

the allegations related to forward-looking predictions that were 

nonactionable opinions, and there was no competent evidence the 

representations were false when made. 

b. The inducement claims: the law

Section 425.16, subdivision (e)(4) protects any conduct in 

furtherance of the exercise of free speech or petition rights “in 

3 Mr. Turner also contended the negligent misrepresentation 

claim was barred by the statute of limitations.
18

connection with a public issue or an issue of public interest” (ibid.), 

and is referred to as “the catchall provision” (FilmOn.com Inc. v. 

DoubleVerify Inc. (2019) 7 Cal.5th 133, 140 (FilmOn)). FilmOn—a

case we discuss in more detail post in connection with plaintiff’s 

other claims—tells us the catchall provision “demands ‘some 

degree of closeness’ between the challenged statements and the 

asserted public interest” (id. at p. 150), and that we consider the 

context, “including audience, speaker, and purpose” (id. at p. 152).

The fraudulent inducement claims concern Mr. Turner’s 

statements about Banc’s financial projections—statements made in 

earnings calls, and in reports to the SEC containing inflated 

earnings projections. We agree with the trial court’s assessment 

that these were public statements relating to Banc’s financial 

position, and were likely to impact individual investors and market 

sectors or the markets as a whole.

“[C]onduct capable of affecting a significant portion of the 

investing public can meet the test” under the catchall provision. 

(Fontani, supra, 129 Cal.App.4th at p. 732.) “[A] publicly traded 

company with many thousands of investors is of public interest 

because its successes or failures will affect not only individual 

investors, but in the case of large companies, potentially market 

sectors or the markets as a whole.” (Global Telemedia Int’l, Inc. v. 

Doe 1 (C.D.Cal. 2001) 132 F.Supp.2d 1261, 1265.) The financial 

projections of a large, publicly traded company like Banc are of 

great interest to a significant community of investors. 

When we consider the context of Mr. Turner’s statements on 

the earnings call and earnings guidance in the 10-Q report—

“including audience, speaker, and purpose” (FilmOn, supra, 

7 Cal.5th at p. 152)—we find the statements had a high “ ‘degree of 

closeness’ ” (id. at p. 150) to the public interest in the well-being (or 
19

not) of a publicly traded company with many investors. Those 

statements were thus made “in connection with a public issue or 

an issue of public interest.” (§ 425.16, subd. (e)(4).)4

We also agree with the trial court that plaintiff failed to 

make a prima facie showing he would prevail on his inducement 

claims against Mr. Turner. As the court observed, statements or 

predictions about future events (the anticipated $2 per share 

earnings guidance for 2017) are deemed nonactionable opinions, 

and there was no admissible evidence that the representations in 

investor presentations and earnings calls were false when made. 

Plaintiff cites federal district court cases stating that 

forward-looking statements accompanied by cautionary language 

are not immunized under federal securities laws where “plaintiffs 

have alleged facts suggesting that defendants had actual 

knowledge of the falsity of their statements.” (E.g., In re PMI 

Group, Inc. (N.D.Cal. Nov. 2, 2009, No. C 08-1405) 2009 

U.S.Dist.Lexis 101582, at p. *11.) These cases do not help 

plaintiff, who presented no admissible evidence suggesting that 

4 Our decision on this point makes it unnecessary to address 

Mr. Turner’s contention that his alleged statements giving rise to 

both the inducement and reputational harm claims were also 

protected as communications made in connection with the thenongoing securities fraud class action litigation and the SEC 

investigation, under section 425.16, subdivision (e)(2). In that 

connection, we also deny plaintiff’s request for judicial notice of the

complaint filed in DeFrees v. Kirkland (C.D.Cal. Aug. 23, 2012, 

Nos. CV 11-4272, CV 11-4574) 2012 U.S.Dist.Lexis 195922), which 

pertains only to Mr. Turner’s contention about protected activity 

under subdivision (e)(2). 
20

defendants knew the earnings guidance or statements in the 

earnings call were false when made.

Plaintiff says we may infer knowledge of falsity of 

Mr. Turner’s financial projections from other evidence, but that 

evidence has no bearing on the earnings guidance at the time it 

was issued.5 Then he cites paragraphs 147 and 148 of his own 

declaration, but this gets him nowhere either.

In paragraph 147, plaintiff quotes the complaint’s allegation 

that Mr. Turner knew the earnings guidance was false because he 

stated to others in February 2017 “that earnings per share were 

coming in well below guidance and Banc was seeking to 

manipulate earnings to obscure that fact from the market and 

from [plaintiff].” The trial court sustained Mr. Turner’s objection 

to that paragraph of plaintiff’s declaration. 

The next paragraph (¶ 148) stated that “Turner made these 

statements to colleagues and Banc employees, including Jeff 

Seabold, the then-Vice chairman at Banc, on or about February 

2017.” The court overruled Mr. Turner’s objection to paragraph 

148. 

Plaintiff contends that Mr. Turner’s statements to Seabold 

(the content of which is not in evidence due to the sustained 

objection) and Seabold’s statements to plaintiff (presumably to the 

same effect, although plaintiff does not specifically say so) “are not 

5 Plaintiff says we can infer Mr. Turner knew the earnings 

guidance was false from (1) later conversations with defendant 

Boyle after the earnings results did not come to pass, to the effect 

they would blame plaintiff; (2) Mr. Turner’s attempt to pump up 

earnings by liquidating capital assets; (3) Mr. Turner’s 

participation in the cancellation of bonuses; and (4) Mr. Turner’s 

“attempts to intimidate and silence any potential whistleblowers.” 
21

hearsay, as Turner is a party . . . and both Turner and Seabold 

were employees of Banc, which is also a party . . . , and thus, their 

statements are either admissions or admissions on behalf of Banc.” 

We think not. Plaintiff does not explain or offer authority for 

the proposition, in effect, that any alleged statement by a party is 

an admission, no matter how many levels of hearsay are involved. 

“Multiple hearsay may not be admitted unless there is an 

exception for each level.” (People v. Sanchez (2016) 63 Cal.4th 665, 

675.) Here, plaintiff says that Seabold (who is not a party) said 

that Turner said Banc was seeking to manipulate earnings. That 

is at least double hearsay. Nor does plaintiff offer any authority to 

support the assertion that Seabold’s hearsay statement was an 

“admission[] on behalf of Banc.” Plaintiff does not even trouble to 

refer to the Evidence Code at all. 

In short, plaintiff presented no admissible evidence 

Mr. Turner knew or should have known the earnings guidance was 

false when made, and so has not made a prima facie case 

supporting his fraudulent and negligent inducement claims.

c. The reputational harm and UCL

claims: the facts

In his claims for blacklisting, tortious interference with 

prospective economic advantage, violation of the UCL and 

conspiracy to violate the UCL, plaintiff alleged that Mr. Turner 

made certain statements that caused plaintiff reputational harm 

and interfered with his business relationships after he left Banc.

Plaintiff alleged (and produced declarations in response to 

Mr. Turner’s motion) that Mr. Turner and others “discussed how 

they were going to make sure that [plaintiff] was ‘crushed.’ ” 

A declaration from Martice Mills further stated that Mr. Turner 

and others discussed “that they had to convince investors that 
22

Banc’s poor performance during the first quarter was really 

[plaintiff’s] fault and so they were going to do whatever it took to 

make sure [plaintiff] was blamed for everything negative at Banc. 

They also stated that they knew that what they were doing would 

cause his future ventures to ‘fail’ and that it was important that 

his new businesses failed and he didn’t land at a new bank quickly 

or the suggestion that he was to blame would not be as plausible.” 

Mr. Mills described other conversations among Banc employees 

where Mr. Turner said that plaintiff “did improper and illegal 

things while CEO of Banc”; and that he (Turner) “could handle 

KPMG and Chris Brown and that everything was going to just be 

blamed on [plaintiff].” 

A declaration from Paul Simmons, chief credit officer of Banc 

at the time, stated he attended an investor conference in March 

2017. He was standing with Mr. Turner and defendant Boyle, 

when “[n]umerous analysts and investors approached us to find 

out what really happened with [plaintiff’s] departure. Turner and 

Boyle told the analysts and investors that [plaintiff] was unethical, 

that he had broken securities laws and bank regulations, that he 

had engaged in self-dealing, that Banc was hard pressed to recover 

from the damage that he had done to Banc.” Two other former 

Banc employees, Heather Endresen and Gary S. Dunn, also 

declared Mr. Turner said that plaintiff had done bad and unethical 

things while he was at Banc. 

Plaintiff identified several entities with whom he had 

economic relationships, and asserts he “lost those relationships 

and benefits as a result of Turner’s interference.” The Mills and 

Simmons declarations stated that J.P. Morgan Chase, Silvergate, 

Texas Capital Bank and Wells Fargo “declined to do business 

with,” or in one case delayed investments in, two of plaintiff’s 
23

businesses. (Plaintiff does not specify any communications by 

Mr. Turner with those entities.) 

Similarly, plaintiff’s complaint alleged that Banc defendants 

engaged in unfair competition against plaintiff by pressuring third 

parties not to do business with him, and by making false and 

defamatory statements that plaintiff had engaged in unlawful 

behavior. The complaint alleged plaintiff and defendants are 

competitors, and defendants’ attacks on plaintiff’s “reputation, 

relationships, financial strength, and ability to fairly compete with 

Banc” were made “in order to keep [plaintiff] from competing with 

the Defendants in the banking business and within private equity 

and financial services.” This resulted in plaintiff’s inability to 

pursue suitable replacement employment or other profitable 

partnerships with banks and other financial services 

organizations. 

Mr. Turner contended these claims, too, were statements 

made to the public about an issue of public interest. Plaintiff could 

not establish a probability of prevailing, Mr. Turner argued, 

because the statute of limitations barred the blacklisting and 

interference claims. And, plaintiff could not show Mr. Turner 

made any of the alleged statements to a prospective employer or 

third party with whom plaintiff had an existing economic 

relationship. 

The trial court found plaintiff’s allegations against 

Mr. Turner arose from conduct protected by the catchall provision 

as statements or conduct “in connection with a public issue or an 

issue of public interest” under subdivision (e)(4). The allegations 

“that Mr. Turner signed off on publicly filed documents with 

statements regarding [plaintiff’s] departure from Banc” were 

protected; the “high-profile nature of [plaintiff’s] departure from 
24

Banc and the reasons for his departure, could have impacted 

individual investors and the markets, and was of concern to a 

substantial number of people.” And the statements made in 

private communications related to plaintiff’s departure from Banc 

were protected because they concerned a public issue; citing the 

FilmOn case, the court said “[t]he statements as alleged may 

contribute to the public conversation despite . . . being made to 

individuals in some circumstances, rather than larger groups.”

The court found plaintiff failed to establish a probability of 

prevailing on the reputational harm claims, both of which were 

barred by the statute of limitations (one year for the blacklisting 

claim and two years for the interference claim). (Mr. Turner’s 

latest statement occurred in May 2017, and the complaint was 

filed in October 2019.) The court observed that plaintiff “[has] not 

refuted this contention,” and further stated plaintiff produced no 

admissible evidence Mr. Turner made any statements concerning 

plaintiff “in 2017–2019.” 

The court reached a different conclusion on plaintiff’s UCL 

claims, finding plaintiff had presented evidence “adequate to show 

‘minimal merit’ ” to those claims. The court cited the Mills, Dunn, 

Endresen, and Simmons declarations described above, and 

concluded that evidence was sufficient to establish plaintiff’s 

unfair competition claims had minimal merit “as unfair business 

practices.”

d. The reputational harm and 

UCL claims: the law

Plaintiff contends the trial court erred when it concluded 

Mr. Turner’s communications about plaintiff’s conduct at and 

departure from Banc were protected under the catchall provision. 

We disagree. 
25

i. Protected activity 

under the catchall provision

Our analysis is informed by FilmOn, which provides 

direction on how a court should analyze whether communications 

qualify for anti-SLAPP protection under the catchall provision. 

(FilmOn, supra, 7 Cal.5th at pp. 142–143.) The court first 

concluded that we “must consider the context as well as the 

content of a statement in determining whether that statement 

furthers the exercise of constitutional speech rights in connection 

with a matter of public interest.” (Id. at p. 149.) The court then 

explained: 

“The inquiry under the catchall provision . . . calls for a twopart analysis rooted in the statute’s purpose and internal logic. 

First, we ask what ‘public issue or . . . issue of public interest’ the 

speech in question implicates—a question we answer by looking to 

the content of the speech. (§ 425.16, subd. (e)(4).) Second, we ask 

what functional relationship exists between the speech and the 

public conversation about some matter of public interest. It is at 

the latter stage that context proves useful.” (FilmOn, supra, 

7 Cal.5th at pp. 149–150.)

“In articulating what constitutes a matter of public interest, 

courts look to certain specific considerations, such as whether the 

subject of the speech or activity ‘was a person or entity in the 

public eye’ or ‘could affect large numbers of people beyond the 

direct participants’ (Wilbanks v. Wolk (2004) 121 Cal.App.4th 883, 

898[]); and whether the activity ‘occur[red] in the context of an 

ongoing controversy, dispute or discussion’ [citation], or ‘affect[ed] 

a community in a manner similar to that of a governmental entity’

[citation].” (FilmOn, supra, 7 Cal.5th at pp. 145–146.)
26

“We are not concerned with the social utility of the speech at 

issue, or the degree to which it propelled the conversation in any 

particular direction; rather, we examine whether a defendant—

through public or private speech or conduct—participated in, or 

furthered, the discourse that makes an issue one of public 

interest.” (FilmOn, supra, 7 Cal.5th at p. 151.) “[A] statement is 

made ‘in connection with’ a public issue when it contributes to—

that is, ‘participat[es]’ in or furthers—some public conversation on 

the issue. [Citation.] But the inquiry of whether a 

statement contributes to the public debate is one a court can 

hardly undertake without incorporating considerations of 

context—including audience, speaker, and purpose.” (Id. at 

pp. 151–152.) 

In FilmOn, the defendant provided confidential reports to its 

clients that labeled websites as containing “adult content” or 

“copyright infringement” material, and one of the websites sued 

the defendant, alleging disparagement of its digital distribution 

network. (FilmOn, supra, 7 Cal.5th at p. 140.) The reports were 

issued privately, “to a coterie of paying clients,” who use the 

information “for their business purposes alone. The information 

never entered the public sphere, and the parties never intended it 

to.” (Id. at p. 153.) The court found the defendant’s reports “—

generated for profit, exchanged confidentially, without being part 

of any attempt to participate in a larger public discussion—do not 

qualify for anti-SLAPP protection under the catchall provision, 

even where the topic discussed is, broadly speaking, one of public 

interest. This is not because confidential statements made to serve 

business interests are categorically excluded from anti-SLAPP 

protection. It is instead because [the defendant’s] reports are too 

tenuously tethered to the issues of public interest they implicate, 
27

and too remotely connected to the public conversation about those 

issues, to merit protection under the catchall provision.” (Id. at 

p. 140.)

ii. This case

As FilmOn directs, we first “identify[] the relevant matters 

of public interest” and then move “to addressing the specific nature 

of defendant’s speech and its relationship to the matters of public 

interest.” (FilmOn, supra, 7 Cal.5th at p. 152.) 

In contrast to the reports involved in FilmOn, here, the 

circumstances of plaintiff’s departure from Banc were a topic of 

considerable public discussion at the time. Beginning on 

October 18, 2016, when the blog post first publicized the 

allegations against Banc and plaintiff, the record is replete with 

public discussion of Banc, plaintiff’s conduct at Banc and his 

departure on January 23, 2017. There were press releases from 

Banc, securities fraud lawsuits, an SEC investigation, and articles 

on websites and in the Los Angeles Times and other publications. 

By way of example of the last category, a Bloomberg Law news 

story on March 2, 2017, about Banc’s 10-Q and 10-K filings states 

“[a]dverse opinion on internal controls due to ‘inadequate tone at 

the top’ isn’t surprising given former CEO Steven Sugarman’s 

quick exit, inaccurate press release in Oct., historically-weak 

corporate governance, excessive related-party transactions” and 

that “Banc disclosed other related-party transactions from 

Sugarman era that it’s taken steps to curtail.” (Maranz, Banc of 

California’s ‘Clean’ Filings Remove Overhang: FBR, Bloomberg 

Law (Mar. 2, 2017).)

In short, as the trial court aptly put it, “[r]eview of the 

complaint and filings in this motion disclose the high-profile 

nature of [plaintiff’s] departure from Banc and the reasons for his 
28

departure.” Plaintiff “ ‘was a person . . . in the public eye’ ” and the

speech occurred “ ‘in the context of an ongoing controversy, dispute 

or discussion’ ” (FilmOn, supra, 7 Cal.5th at p. 145), so we have no 

doubt the reason for plaintiff’s departure was a matter of public 

interest. 

That brings us to “addressing the specific nature of 

defendant’s speech and its relationship to the matters of public 

interest.” (FilmOn, supra, 7 Cal.5th at p. 152.) Here, the requisite 

connection between the challenged statements and the issue of 

public interest is direct, not tenuous or remote.

As we have described, the evidence of Mr. Turner’s 

statements consists of the Mills, Simmons, Endresen and Dunn 

declarations. These were to the effect that Mr. Turner discussed 

with Mr. Mills and others how they were going to “crush” plaintiff 

and make sure he was blamed for everything negative; told 

Ms. Endresen plaintiff “had done some very bad things” while he 

was at Banc, and made similar statements to Mr. Dunn; and made 

statements to numerous analysts and investors at a conference 

that plaintiff was unethical, had broken securities laws and 

engaged in self-dealing. 

This is not a case, as in FilmOn, where the defendant’s 

statements were “too tenuously tethered to the issues of public 

interest they implicate[d],” and “too remotely connected to the

public conversation about those issues, to merit protection under 

the catchall provision.” (FilmOn, supra, 7 Cal.5th at p. 140.) On 

the contrary, Mr. Turner’s statements were about the specific 

issues being publicly discussed in the press and in lawsuits. In 

FilmOn, the information in the defendant’s confidential reports to 

its clients “never entered the public sphere, and the parties never 

intended it to.” (Id. at p. 153.) The opposite is true here. 
29

Mr. Turner was Banc’s interim president and CFO after 

plaintiff resigned and his statements reflected Banc’s position in 

the ongoing, very public controversy about Banc’s and plaintiff’s 

conduct. Mr. Turner made those statements to an audience of 

other bank employees and investors and analysts, all of whom 

were likewise interested in the circumstances surrounding 

plaintiff’s departure. The context—audience, speaker and 

purpose—demonstrates Mr. Turner’s speech was “in connection 

with” an issue of public interest, as required by FilmOn.

Plaintiff insists that Mr. Turner’s statements were “private 

conversations meant to be kept private” and did not “contribute to 

public conversation.” Plaintiff’s claim Mr. Turner’s statements 

were “meant to be kept private” is contradicted by plaintiff’s own 

evidence the statements were made in response to “[n]umerous” 

analysts and investors who were inquiring about the 

circumstances of plaintiff’s departure, and by his own allegations 

that Mr. Turner’s statements were made in order to harm 

plaintiff’s reputation in the banking industry. 

Much of plaintiff’s brief is spent discussing Murray v. Tran 

(2020) 55 Cal.App.5th 10. In Murray, unlike here, there was no 

ongoing public conversation about the issue of public interest—

which was the plaintiff’s competence as a dentist. (Id. at p. 30.) 

The court found, for example, that certain of the challenged 

statements were not made to patients or anyone outside the 

parties’ dental practice, and were made solely for private purposes, 

such as to enhance the quality of dental care at the practice. (Id. 

at p. 36.) Here, by contrast, there clearly was an existing public 

discussion about the circumstances surrounding plaintiff’s 

departure from Banc.
30

As FilmOn tells us, “[w]e are not concerned with the social 

utility of the speech at issue,” but rather with whether a defendant 

“participated in, or furthered, the discourse that makes an issue 

one of public interest.” (FilmOn, supra, 7 Cal.5th at p. 151.) That 

standard is met here.

iii. The probability of prevailing on the

reputational harm causes of action

Plaintiff did not satisfy his burden of showing a probability 

of prevailing on his claim against Mr. Turner of intentional 

interference with prospective economic advantage.6 The elements 

of the tort are “ ‘ “(1) an economic relationship between the 

plaintiff and some third party, with the probability of future 

economic benefit to the plaintiff; (2) the defendant’s knowledge of 

the relationship; (3) intentional acts on the part of the defendant 

designed to disrupt the relationship; (4) actual disruption of the 

relationship; and (5) economic harm to the plaintiff proximately 

caused by the acts of the defendant.” [Citations.]’ ” (Korea Supply 

Co. v. Lockheed Martin Corp. (2003) 29 Cal.4th 1134, 1153 (Korea 

Supply).) “[T]he third element also requires a plaintiff to plead 

intentional wrongful acts on the part of the defendant designed to 

disrupt the relationship.” (Id. at p. 1154.)

Plaintiff contends his claim is not barred by the statute of 

limitations (two years), even though Mr. Turner’s last statement 

was made in May 2017, and the complaint was filed in October 

2019. Plaintiff says the statute of limitations accrued when his 

economic relationships were disrupted, not when Mr. Turner made 

his statements. Plaintiff asserts his “relationships were disrupted 

6 Plaintiff makes no argument in his opening brief challenging 

the court’s ruling on his blacklisting claim.
31

as late as 2020 . . . ,” and he “submitted evidence that his economic 

relationship with Broadway Federal was disrupted as a result of 

Turner’s defamatory statements in 2020.” 

Plaintiff’s assertion has at least one fatal flaw. All the 

evidence he cites in his brief to support it is evidence to which 

Mr. Turner’s objections were sustained.7 Plaintiff says this 

evidence “is admissible,” making a two sentence argument: “The 

statements of Turner are admissions. The other statements by 

[third parties] are offered to show their respective states of mind.” 

That is not a reasoned argument, and no legal authority is offered 

to support it. Consequently, plaintiff has demonstrated no abuse 

of discretion in the trial court’s evidentiary rulings, and there is no 

admissible evidence showing Mr. Turner’s alleged interference 

occurred within the statute of limitations.

Even without the bar of the statute of limitations, plaintiff 

has not presented admissible evidence to satisfy the elements of a 

claim of tortious interference with prospective economic advantage 

against Mr. Turner. Plaintiff says he presented evidence “that 

Turner reached out to specific entities with which Sugarman had 

an economic relationship with the probability of future economic 

benefit.” The trial court sustained objections to the pertinent parts 

of all the evidence he cites. 

In his reply brief, plaintiff argues at some length that the 

trial court abused its discretion and “many of the statements are 

admissible” as prior inconsistent statements, party admissions, or 

7 We also harbor considerable doubt that a defendant’s 

statements in 2017 could be “designed to disrupt” and actually 

disrupt (Korea Supply, supra, 29 Cal.4th at p. 1153) a deal that 

“died as of April 2020.” 
32

to prove state of mind. We do not consider arguments made for the 

first time in the reply brief. 

e. Mr. Turner’s appeal: the merits

of the UCL claims

We agree with Mr. Turner that the trial court erred as a 

matter of law in finding plaintiff’s UCL claims had minimal 

merit.8

On his UCL claims, plaintiff’s complaint requested “that 

Mr. Sugarman be awarded restitutionary damages in an amount to 

be determined at trial, plus an award of reasonable legal fees and 

expenses, and that the Court enter an order enjoining the Banc 

Defendants from continuing to take actions to disrupt 

Mr. Sugarman’s ability to compete in the financial and banking 

markets.” 

The only remedies available under the UCL are restitution 

and injunctive relief. Restitution is the only monetary remedy 

available. The principles are explained in Korea Supply, supra, 

29 Cal.4th at page 1149. 

“[A]n order for restitution is one ‘compelling a UCL 

defendant to return money obtained through an unfair business 

practice to those persons in interest from whom the property was 

8 In his respondent’s brief on Mr. Turner’s appeal, plaintiff 

contends Mr. Turner did not establish “that the Warrant Share 

Claims arise from protected activity.” This refers to plaintiff’s 

“UCL claims to the extent they are based on Banc Defendants’ 

breaches of or interference with certain agreements to which 

Plaintiffs and Banc were parties and Banc’s failure to convert 

certain Warrant Shares under those agreements.” This is another 

baseless contention; none of the causes of action relating to breach 

of these agreements was alleged against Mr. Turner.
33

taken, that is, to persons who had an ownership interest in the 

property or those claiming through that person.’ [Citation.] The 

object of restitution is to restore the status quo by returning to the 

plaintiff funds in which he or she has an ownership interest.” 

(Korea Supply, supra, 29 Cal.4th at p. 1149.) 

Korea Supply held “[t]he remedy sought by plaintiff in this 

case is not restitutionary because plaintiff does not have an 

ownership interest in the money it seeks to recover from 

defendants.” (Korea Supply, supra, 29 Cal.4th at p. 1149.) “Any 

award that plaintiff would recover from defendants would not be 

restitutionary as it would not replace any money or property that 

defendants took directly from plaintiff.” (Ibid.) “Further, the relief 

sought by plaintiff is not restitutionary under an alternative 

theory because plaintiff has no vested interest in the money it 

seeks to recover.” (Ibid.) 

The same is true here. (See Korea Supply, supra, 29 Cal.4th 

at pp. 1150–1151 [“The nonrestitutionary disgorgement remedy 

sought by plaintiff closely resembles a claim for damages, 

something that is not permitted under the UCL. As one court has 

noted: ‘Compensation for a lost business opportunity is a measure 

of damages and not restitution to the alleged victims.’ ”].)

Nor can plaintiff obtain injunctive relief against Mr. Turner. 

The UCL “has not altered the nature of injunctive relief, which 

requires a threat that the misconduct to be enjoined is likely to be 

repeated in the future.” (Madrid v. Perot Systems Corp. (2005) 

130 Cal.App.4th 440, 465; id. at p. 463 [“Injunctive relief is 

appropriate only when there is a threat of continuing 

misconduct.”].) The evidence that Mr. Turner has not worked at 

Banc or in the banking industry since June 2017 is unrefuted. 

Plaintiff has offered no evidence that Mr. Turner has said anything 
34

to anyone to disparage plaintiff, or has done anything to “disrupt 

[plaintiff’s] ability to compete,” after he (Mr. Turner) left Banc in 

June 2017. “[I]n the absence of a threat that an unlawful act will 

occur in the future” (id. at p. 464), injunctive relief is not 

authorized under the UCL.

Accordingly, plaintiff has not established a probability of 

prevailing on his UCL claims against Mr. Turner.

[End nonpublished portion]

DISPOSITION

The order granting defendant Brown’s anti-SLAPP motion to 

strike allegations of fraudulent and negligent inducement to hold 

securities, to the extent the allegations refer to defendant’s sign-off 

on Banc’s 2016 fiscal year financial audit, is affirmed. The order 

granting defendant Turner’s anti-SLAPP motion to strike 

plaintiff’s second, third, seventh and eighth causes of action is 

affirmed. The order denying defendant Turner’s anti-SLAPP 

motion to strike plaintiff’s fifth and sixth causes of action is 

reversed and the trial court is directed to grant the motion. Both 

defendants shall recover costs on appeal. 

GRIMES, Acting P. J.

WE CONCUR:

STRATTON, J. HARUTUNIAN, J.†

†

 Judge of the San Diego Superior Court, assigned by the 

Chief Justice pursuant to article VI, section 6 of the California 

Constitution.