Filed 4/29/16 East Coast Foods v. Kelly, Lowry & Kelley CA2/3

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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(a). This opinion has not been certified for 

publication or ordered published for purposes of rule 8.1115(a).

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION THREE

EAST COAST FOODS, INC., ET AL.,

Plaintiffs and Appellants,

v.

KELLY, LOWRY & KELLEY, LLP, 

ET AL.,

Defendants and Respondents.

B262679

Los Angeles County

Super. Ct. No. BC499211

APPEAL from a judgment of the Superior Court of Los Angeles County, 

Barbara M. Scheper, Judge. Affirmed.

Rostam Law, Inc., Carlos A. De La Paz and Glen Mertens for Plaintiffs and 

Appellants.

Nemecek & Cole, Frank M. Nemecek, Mark Schaeffer and Jonathan M. Starre 

for Defendants and Respondents.

_______________________________________
2

INTRODUCTION

Plaintiffs East Coast Foods, Inc. and its president and director, Herbert Hudson, 

hired attorney John E. Kelly and his law firm, Kelly, Lowry & Kelley, LLP 

(collectively, defendants) to represent them in a copyright-infringement lawsuit. The 

fee agreement included a clause requiring the parties to arbitrate “any dispute” 

regarding “any billing” or “the rendering by [defendants] of legal services[.]” After 

losing in federal court, plaintiffs refused to pay defendants the remaining balance for 

legal services. Instead, plaintiffs sued them for legal malpractice, and defendants filed 

a cross-complaint for unpaid fees.

Plaintiffs appeal from the judgment entered against them after the trial court 

granted defendants’ petition to confirm an arbitration award of $427,409.99 in unpaid 

attorney fees, costs, and interest. Plaintiffs contend the arbitration provision in the 

parties’ fee agreement was unenforceable because it was not adequately disclosed or 

explained to them, and the trial court therefore erred in compelling them to arbitrate

their disputes. We disagree and affirm.

FACTUAL AND PROCEDURAL BACKGROUND

1. The Underlying Copyright Litigation and Defendants’

Legal Representation

Herbert Hudson is the director and president of East Coast Foods and assorted 

other entities. Through these businesses, Hudson operates Roscoe’s House of 

Chicken ’N Waffles, the well-known Southern California restaurant chain.

For many years, Edward Siegler has served as East Coast Foods’s general 

counsel and Hudson’s personal attorney.1 Among other duties, Siegler supervises and 

communicates with the outside law firms that plaintiffs hire to represent them in discrete 

legal matters. In accordance with this practice, plaintiffs retained defendants to 

represent them in a variety of legal matters from 1997 through 2012. During that time,

Siegler was defendants’ point of contact with plaintiffs. Defendants sent all case-related 

 

1

Siegler is not a party to this appeal or the underlying lawsuit.
3

documents, communications, and billing statements to Siegler, and Siegler, in turn, 

coordinated with Hudson.

The American Society of Composers, Authors and Publishers (ASCAP) is 

a membership association that licenses and distributes royalties for non-dramatic public 

performances of its members’ copyrighted works. On March 25, 2009, eight of its 

members sued plaintiffs in federal court alleging that their copyrighted songs were 

publicly performed at one of plaintiffs’ properties.2 The complaint asserted that 

plaintiffs were liable for copyright infringement because they had failed to seek or 

obtain a license from the artists or ASCAP before performing the copyrighted music. 

Each artist sought statutory damages of between $750 and $30,000.3

Plaintiffs contend—and the legal bills reflect—that defendants began 

representing them in the copyright case on or before April 8, 2009. On April 15, 2009, 

Kelly spoke with Hudson and Siegler by phone. During the call, Kelly said he would 

send Siegler a retainer agreement to review with Hudson. Later that day, Kelly sent 

Siegler a follow-up letter. He wrote, “ ‘We appreciated the informative telephone chat 

today with you and Herb Hudson. . . . Aaron and/or I should soon discuss with you 

a fee arrangement for the clients in representing them in this civil action. . . . [We] 

[l]ook forward to coordinating with you in implementing a defense in this case.’ ”

The following day, April 16, 2009, Kelly wrote to Siegler again. This time, he 

included a proposed fee agreement. The cover letter explained, “Referring to our 

communications over the past couple of weeks and our informative telephone 

conversation Tuesday with Herb, we have generally agreed upon a relationship by 

which our law firm will represent the two Defendants designated in the caption of the 

 

2

Range Road Music, Inc., et al. v. East Coast Foods, Inc., et al., 

No. 09-CV-02059-CAS (AGR) (C.D.Cal. 2009) (copyright case).

3 ASCAP made several attempts to settle the matter without litigation. In 2007, 

ASCAP offered to forego litigation if Roscoe’s would purchase a license to avoid future 

infringements, and in 2008, ASCAP offered to settle the whole matter for $10,000. 

Hudson apparently ignored these overtures.
4

above-identified litigation, i.e., Mr. Hudson and East Coast Foods, Inc. As you know, 

under rules of the California Bar, attorneys are obligated to describe the basics of an 

attorney-client and related business relationship and in that regard, I am sending directly

to you concurrently by email and regular mail, our proposed Engagement Agreement 

with the clients.” After discussing matters relating to the litigation and defendants’ fees, 

the letter emphasized, “Again, we are sending this letter and the proposed Engagement 

Agreement with the clients, directly and only to you for review, comments—and assume 

you will promptly coordinate with Herb. [¶] We invite your comments and are open to 

proposed modifications—but as you certainly will know, this is a rather standard and 

basic Engagement Agreement.” The letter closed, “We look forward to hearing from 

you and Herb and working closely with you in defending this case. Should you desire 

to join us as attorney of record, let me know.”

The enclosed fee agreement was dated April 16, 2009, and addressed to Hudson. 

The agreement’s purpose was described as follows: “This letter sets forth our 

agreement regarding retention of this firm by East Coast Foods, Inc. and you, in the 

above-identified litigation and has been structured for signature by you as an officer of 

East Coast Foods, Inc. and personally. Your company, East Coast Foods, Inc. and you 

as an individual, are named as the Defendant in the [copyright case].” The agreement 

was three pages long, and contained 11 numbered paragraphs. Paragraph seven 

provided: “If any dispute arises between you and this firm with respect to any billing or 

billings issued by this firm or the rendering by us of legal services, we both agree that 

the dispute shall be submitted to mandatory binding arbitration. Such arbitration shall 

be conducted in accordance with the rules of the State Bar of California, before a single 

neutral arbitrator. The arbitration shall be conducted under the auspices of Judicial 

Arbitrating and Mediation Service (JAMS) Los Angeles Office. JAMS shall appoint the 

arbitrator upon written demand of any party to this letter agreement. The decision of the 

arbitrator shall be final and binding on the parties hereto. The arbitrator shall have the 

discretion to order that the costs of arbitration, including his or her fees, other costs, and 

reasonable attorneys’ fees shall be borne by the losing party.” The agreement
5

concluded, “Please feel free to contact me if you have questions or comments in regard 

to this Engagement Agreement. We request at this time an initial retainer deposit of 

$12,500.00. [¶] If the above terms are acceptable in all respects, then please sign this 

letter or a copy of this letter on behalf of yourself and the corporations, and return an 

executed copy to our office as soon as possible.”

Kelly followed up with Siegler by telephone the following day. Siegler 

confirmed that he had received the proposed fee agreement and said it “ ‘looks OK.’ ” 

Siegler told Kelly he would have Hudson sign it. Though Hudson eventually signed the 

agreement, the timing and circumstances of his signature are unclear. Defendants 

contend Hudson signed the agreement sometime in April 2009 in the presence of 

Michael DiNardo, an attorney at the Kelly firm. However, the firm’s billing statements 

do not indicate that DiNardo—or any of the other attorneys—met personally with 

Hudson during that period, and Hudson did not recall signing the agreement. In any 

event, the parties agree that by May 11, 2009, Hudson had signed the fee agreement and 

returned it to defendants.

From 2009 through 2012, defendants vigorously defended plaintiffs in the 

copyright case. After losing a motion for summary judgment in the federal district 

court, plaintiffs appealed to the Ninth Circuit Court of Appeals, where they also lost. 

Plaintiffs submitted a petition for rehearing en banc, which was denied. Finally, 

plaintiffs filed a petition for certiorari with the United States Supreme Court. The 

petition was denied.

By the end of the federal litigation, plaintiffs owed defendants $81,591.90 in 

unpaid attorney’s fees. While plaintiffs had always paid their bills promptly in the past, 

by October 2012, they had become unresponsive.

2. The Lawsuit and Motion to Compel Arbitration

On January 16, 2013, plaintiffs filed a complaint against defendants alleging 

causes of action for legal malpractice, breach of fiduciary duty, and declaratory relief. 

In essence, the complaint alleged defendants did not adequately research the law in the 

copyright case, which resulted in a protracted trial and eventual ruling adverse to 
6

plaintiffs. The complaint sought compensatory damages of $970,000 for attorney’s fees 

and costs expended in the underlying action, general and punitive damages according to 

proof, and a declaration that the defendants’ services in the underlying action were 

worthless.

On April 2, 2013, defendants answered the complaint and asserted the dispute 

was subject to mandatory binding arbitration. They also filed a cross-complaint alleging 

causes of action for breach of written contract, open book account, account stated, and 

quantum meruit. The cross-complaint sought $82,446.90 in past-due payments for legal 

services. On June 12, 2013, the trial court granted defendants’ motion to strike the 

claim for attorney’s fees and punitive damages in the complaint, but denied their request 

to strike the references to the Rules of Professional Conduct.

On October 3, 2013, defendants filed a motion to compel arbitration under the 

fee agreement. They argued the fee agreement, which Hudson had signed in April 2009, 

required the parties to arbitrate plaintiffs’ claims and defendants’ cross-claims. 

Plaintiffs opposed the motion. Plaintiffs argued that the current malpractice claims were 

not subject to the arbitration provision because defendants developed the deficient legal 

theories in the copyright case in April 2009, a month before Hudson signed the fee 

agreement, and those deficient theories are the basis for the current malpractice claims. 

They also argued Hudson was unaware of the arbitration clause, the clause should be 

construed not to apply to malpractice claims, and defendants did not fulfill their duty to 

plaintiffs to explain the existence and nature of the arbitration clause.

On October 25, 2013, the court granted the motion to compel and stayed the 

proceedings. The court concluded defendants had established the existence of “an 

enforceable arbitration agreement between the parties which covers all of the disputes 

alleged in the complaint and cross-complaint. Plaintiffs’ opposition is without merit and 

plaintiff Hudson’s declaration lacks credibility. . . . [¶] Plaintiffs’ defense is now that 

Hudson did not know what he was signing. Hudson declares that he is unsophisticated 

in legal matters and depends on professionals for advice. Shockingly, Hudson fails to 

advise the court that one of those professionals is attorney Siegler who was sent the 
7

retainer agreement along with defendants’ invitation to discuss it further or to propose 

modifications. Thereafter Siegler advised defendants that the agreement looked okay 

and said he would have Hudson sign it. [¶] Based on all of the evidence submitted, the 

court finds that plaintiff Hudson received the retainer agreement, reviewed it with 

attorney Siegler, understood the terms of the agreement, including the arbitration 

agreement, and signed the agreement signifying his acceptance of its terms.”

The parties proceeded to binding arbitration on all claims. After four days of 

hearings, the arbitration award was filed on October 28, 2014. The arbitrator rendered 

a decision in favor of defendants on both the complaint and the cross-complaint. She 

awarded them $97,112.90 in damages, $279,995.50 in attorney’s fees, and $40,654.30 in 

costs.

On November 12, 2014, defendants moved to confirm the arbitration award and 

enter judgment in the trial court. Plaintiffs did not oppose the motion but reserved their 

right to appeal the court’s earlier order granting the motion to compel. On January 15, 

2015, the court confirmed the arbitration award and entered judgment for defendants. 

Plaintiffs timely appealed.

CONTENTION

Plaintiffs contend the arbitration provision in the fee agreement is unenforceable 

because it was not adequately disclosed or explained to them.

DISCUSSION

1. Applicable Law and Standard of Review

“The California Arbitration Act (Code Civ. Proc., § 1280 et seq.) compels the 

enforcement of valid arbitration agreements. [Citations.] Section 1281 states: 

‘A written agreement to submit to arbitration an existing controversy or a controversy 

thereafter arising is valid, enforceable and irrevocable, save upon such grounds as exist 

for the revocation of any contract.’ ‘The statutory scheme reflects a “strong public 

policy in favor of arbitration as a speedy and relatively inexpensive means of dispute 

resolution.” [Citation.]’ [Citation.]
8

“A party petitioning the court to compel arbitration [citation] bears the burden of 

proving by a preponderance of evidence the existence of an arbitration agreement. 

A party opposing the petition bears the burden of proving by a preponderance of 

evidence any fact necessary to its defense. [Citation.] The trial court sits as the trier of 

fact for purposes of ruling on the petition. [Citation.]” (Mt. Holyoke Homes, L.P. v. 

Jeffer Mangels Butler & Mitchell, LLP (2013) 219 Cal.App.4th 1299, 1307-1308 

(Mt. Holyoke).) If the court determines an agreement to arbitrate the controversy exists, 

it must grant the petition to compel arbitration. (Code Civ. Proc., § 1281.2; Mendez v. 

Mid-Wilshire Health Care Center (2013) 220 Cal.App.4th 534, 541.)

The fee agreement in this case was three pages long and contained 11 numbered 

paragraphs. Paragraph seven provided: “If any dispute arises between you and this 

firm with respect to any billing or billings issued by this firm or the rendering by us of 

legal services, we both agree that the dispute shall be submitted to mandatory binding 

arbitration.” This provision unambiguously encompasses all financial disputes between 

the parties—and as we discuss below, plaintiffs have forfeited any argument that it does 

not also apply to claims of professional negligence. Plaintiffs do not dispute that 

Hudson signed the agreement on their behalf, and do not argue that the arbitration 

“provision is inconspicuous or procedurally unconscionable in any way. Nor do they 

argue that the provision is one-sided or substantively unconscionable. Instead, they 

argue that Defendants had a duty to disclose and explain the significance of the 

arbitration provision and the failure to satisfy such duty invalidates the arbitration 

agreement. This is a claim of fraud in the execution, also known as fraud in the 

inception.” (Mt. Holyoke, supra, 219 Cal.App.4th at p. 1308.)

“When a plaintiff alleges fraud in the inducement, the plaintiff is asserting that it 

understood the contract it was signing, but that its consent to the contract was induced 

by fraud. In contrast, when a plaintiff alleges fraud in the execution, the plaintiff is 

asserting that it was deceived as to the very nature of contract execution, and did not 

know what it was signing. A contract fraudulently induced is voidable; but a contract 

fraudulently executed is void, because there never was an agreement.” (Brown v. 
9

Wells Fargo Bank, N.A. (2008) 168 Cal.App.4th 938, 958 (Brown).) This issue often 

arises when a plaintiff signs a contract without reading it. Because it is generally 

unreasonable to fail to read a contract, if a plaintiff has “a reasonable opportunity to 

discover the true terms of the contract” before signing it, the contract is not void due to 

fraud. (Id. at p. 959.) However, “[i]f the defendant is in a fiduciary relationship with 

the plaintiff which requires the defendant to explain the terms of a contract between 

them, the plaintiff’s failure to read the contract would be reasonable.” (Ibid.) “In such 

a situation, the defendant fiduciary’s failure to perform its duty would constitute 

constructive fraud (citation), the plaintiff’s failure to read the contract would be 

justifiable (citation), and constructive fraud in the execution would be established.” 

(Ibid.; Mt. Holyoke, supra, 219 Cal.App.4th at p. 1308.)

The existence and scope of a fiduciary duty is a question of law that we review 

de novo. (Castaneda v. Olsher (2007) 41 Cal.4th 1205, 1213.) However, “the factual 

background against which we [answer that question] is a function of a particular case’s 

procedural posture.” (Id. at p. 1214.) Thus, to the extent the court’s decision below 

“turned on the resolution of conflicts in the evidence or on factual inferences to be 

drawn from the evidence, we consider the evidence in the light most favorable to the 

trial court’s ruling and review the trial court’s factual determinations under the 

substantial evidence standard. [Citation.]” (Baker v. Osborne Development Corp. 

(2008) 159 Cal.App.4th 884, 892.)

2. The court properly compelled arbitration.

As discussed, “[a] cardinal rule of contract law is that a party’s failure to read 

a contract, or to carefully read a contract, before signing it is no defense to the contract’s 

enforcement.” (Desert Outdoor Advertising v. Superior Court (2011) 196 Cal.App.4th 

866, 872 (Desert Outdoor Advertising); accord, Madden v. Kaiser Foundation Hospitals

(1976) 17 Cal.3d 699, 710 [“one who assents to a contract is bound by its provisions 

and cannot complain of unfamiliarity with the language of the instrument”].)

While this elementary principle of contract law is not vitiated because the 

contract was for legal services, we are mindful that “ ‘[t]he relation between attorney 
10

and client is a fiduciary relation of the very highest character, and binds the attorney to 

most conscientious fidelity—uberrima fides.’ ” (1 Witkin, Cal. Procedure (5th ed. 2008) 

Attorneys § 90, p. 125, quoting Cox v. Delmas (1893) 99 Cal. 104, 123.) In this case, 

the parties had a long-established attorney-client relationship by the time Hudson signed 

the fee agreement, which created fiduciary obligations and ethical responsibilities for 

defendants toward plaintiffs. (See People ex rel. Dept. of Corporations v. SpeeDee Oil 

Change Systems, Inc. (1999) 20 Cal.4th 1135, 1148.) However, absent exceptional 

circumstances not present here, defendants had no duty to call attention to or explain the 

terms of that agreement. (See Desert Outdoor Advertising, supra, 196 Cal.App.4th at 

pp. 873–874; Ramirez v. Sturdevant (1994) 21 Cal.App.4th 904, 913 [“[I]n general, the 

negotiation of a fee agreement is an arm’s-length transaction. [Citations.] [The lawyer] 

accordingly was entitled to negotiate the terms on which he would accept employment 

as he wished, and absent issues of duress, unconscionability, or the like, [the client] has

no cause to complain that the terms [the lawyer] negotiated were favorable to him.”]; 

see generally Fletcher v. Davis (2004) 33 Cal.4th 61, 70.) Thus, in the absence of 

duress or fraud, “[a]n attorney may ethically, and without conflict of interest, include in 

an initial retainer agreement with a client a provision requiring the arbitration of both 

fee disputes and legal malpractice claims.” (Powers v. Dickson, Carlson & Campillo

(1997) 54 Cal.App.4th 1102, 1109 (Powers).)

Notwithstanding Desert Outdoor Advertising, Powers, and Mt. Holyoke—all of 

which concern new fee agreements executed in preexisting attorney-client 

relationships—plaintiffs argue that “[f]ee agreements made while the attorney-client 

relationship exists are subject to the presumption of undue influence.” In support of this 

proposition, plaintiffs cite to Gleason v. Klamer (1980) 103 Cal.App.3d 782, 787, a case 

involving an account stated, not a fee agreement. As with other attorney-client 

transactions involving ownership, possessory, or other pecuniary interests, “an account 

stated is subject to a presumption of undue influence when entered between an attorney 

and client during their fiduciary relationship.” (Id. at p. 787.) Plaintiffs’ other citations 

also involve business transactions or property transfers between attorneys and their 
11

clients. (See Trafton v. Youngblood (1968) 69 Cal.2d 17 [account stated]; Hawk v. State 

Bar (1988) 45 Cal.3d 589, 601 [fee agreement in the form of a note secured by a deed of 

trust on a client’s property requires attorney “to fully explain such transactions, to offer 

only fair and reasonable terms, to give the client a copy of the agreement, and to give 

the client an opportunity to seek independent legal advice[]” because it is reasonably 

foreseeable the note may become detrimental to the client]; Rebmann v. Major (1970) 

5 Cal.App.3d 684, 688 [attorney advised ill, elderly couple to deed property to 

attorney’s children].)

Unlike attorney-client business transactions, the presumption of undue influence 

does not typically apply to standard engagement agreements—even when they are 

executed after the formation of the attorney-client relationship. (Walton v. Broglio

(1975) 52 Cal.App.3d 400, 404.) To the extent an attorney owes an existing client 

a heightened duty when negotiating a new fee arrangement, he satisfies that duty by 

assuring the agreement is fair and openly made, with the client’s full knowledge of its 

terms and consequences, and of his legal rights. (Mt. Holyoke, supra, 219 Cal.App.4th 

at pp. 1309–1310.) If the contract contains ambiguous provisions, those provisions will 

be construed against the drafter/attorney. (Severson & Werson v. Bolinger (1991) 

235 Cal.App.3d 1569, 1573.)4 The attorney does not, as plaintiffs suggest, have to 

explain the agreement’s provisions personally. (See Mt. Holyoke, supra, at 

pp. 1308-1310.)

Here, the arbitration provision was clear and conspicuous; it was not buried in 

a lengthy or technical contract. The entire fee agreement was only three pages long and 

the arbitration provision was set forth in a separate, succinct paragraph, in easily 

readable type. Nor was Hudson required to sign the fee agreement when it was first 

presented to him. To the contrary, he was invited to ask questions and negotiate the 

agreement’s terms. And critically, at Hudson’s request, the agreement was sent to 

 

4

Plaintiffs have forfeited any claim that the arbitration clause is ambiguous. (See 

section 3, post.)
12

Siegler, plaintiffs’ long-time attorney. Defendants explicitly explained their expectation 

that Siegler would discuss the agreement with Hudson. In short, there are no indicia of 

surprise, duress, unconscionability, or any other similar grounds upon which plaintiffs 

can successfully challenge the arbitration clause in this case. (Cf. Roman v. Superior 

Court (2009) 172 Cal.App.4th 1462, 1470–1471 [discussing substantive 

unconscionability].)

In any event, to the extent defendants had a fiduciary duty to explain the terms of 

the agreement to Hudson, the trial court could reasonably infer from circumstantial 

evidence that defendants satisfied their duty by having Siegler explain the agreement to 

Hudson. As previously discussed, during an April 15, 2009 telephone call, Kelly,

Hudson, and Siegler discussed having Kelly send Siegler a retainer agreement to review 

with Hudson. The following day, April 16, 2009, Kelly mailed Siegler the proposed fee 

agreement. The cover letter to Siegler explained, “As you know, under rules of the 

California Bar, attorneys are obligated to describe the basics of an attorney-client and 

related business relationship and in that regard, I am sending directly to you

concurrently by email and regular mail, our proposed Engagement Agreement with the 

clients.” After discussing matters relating to the litigation and defendants’ fees, the 

letter emphasized, “Again, we are sending this letter and the proposed Engagement 

Agreement with the clients, directly and only to you for review, comments—and assume 

you will promptly coordinate with Herb.” The enclosed fee agreement was dated 

April 16, 2009, and addressed to Hudson. Kelly followed up with Siegler by telephone 

the following day. Siegler confirmed that he had received the proposed fee agreement 

and said it “looks OK.” Siegler told Kelly he would have Hudson sign it. By May 11, 

2009, Hudson had signed the agreement and returned it to defendants. This 

circumstantial evidence supports the court’s finding that Siegler discussed the fee 

agreement and the arbitration clause contained therein with Hudson before Hudson 

signed and returned the agreement.

At oral argument, plaintiffs’ counsel emphasized that there was no direct 

evidence before the trial court that Siegler ever discussed the fee agreement with 
13

Hudson. To be sure, Hudson submitted a declaration opposing arbitration because he 

did not recall any discussions with defendants about the arbitration clause. However, as 

noted by the court, Hudson failed to mention Siegler in that declaration and, in any 

event, the court concluded that Hudson’s declaration was unpersuasive; we defer to the 

court’s credibility assessment on appeal. (Baker v. Osborne Development Corp., supra, 

159 Cal.App.4th at p. 892.)

3. Plaintiffs have forfeited any argument that the arbitration agreement 

did not encompass malpractice claims.

While arbitration is “an accepted and favored method of resolving disputes” 

(Powers, supra, 54 Cal.App.4th at p. 1109), “ ‘there is no policy compelling persons to 

accept arbitration of controversies which they have not agreed to arbitrate’ ” (Lawrence 

v. Walzer & Gabrielson (1989) 207 Cal.App.3d 1501, 1505 (Lawrence)). Citing 

Lawrence, plaintiffs argued below that the arbitration provision did not apply to claims 

of legal malpractice and therefore failed this threshold test. (Id. at pp. 1506–1507.) 

Although plaintiffs rely on Lawrence in their opening brief, they do not develop that 

argument on appeal. Their failure to do so forfeits any appellate argument that the 

arbitration provision was ambiguous or that it did not encompass claims of legal 

malpractice. (Christoff v. Union Pacific Railroad Co. (2005) 134 Cal.App.4th 118, 125–

126.)
14

DISPOSITION

The judgment is affirmed. Defendants to recover costs.

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

LAVIN, J.

WE CONCUR:

EDMON, P. J.

HOGUE, J.

*

 

*

Judge of the Los Angeles Superior Court, assigned by the Chief Justice pursuant 

to article VI, section 6 of the California Constitution.