Filed 3/28/24

CERTIFIED FOR PUBLICATION

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION EIGHT

MEDALLION FILM LLC et al.,

Plaintiffs and Appellants,

v.

LOEB & LOEB LLP,

Defendant and Respondent.

B323356

(Los Angeles County

Super. Ct. No. 21STCV45129)

APPEAL from a judgment of the Superior Court of Los 

Angeles County, Randolph Hammock, Judge. Judgment vacated; 

reversed and remanded with directions.

Eanet, Matthew L. Eanet; Benedon & Serlin, Gerald M. 

Serlin and Wendy S. Albers, for Plaintiffs and Appellants. 

Hueston Hennigan and Robert N. Klieger for Defendant

and Respondent.

_______________________
2

Plaintiffs Medallion Film, Pelican Point Capital Partners

(Pelican Point), Jesse Kennedy, Shad Quraishi, and Ike Suri 

appeal from the judgment in favor of Loeb & Loeb following the 

trial court’s order granting a special motion to strike their first 

amended complaint. (Code Civ. Proc.,

1 § 425.16.) We vacate the 

judgment, reverse the order granting the special motion to strike, 

and remand with directions to enter a new order denying the 

motion.

FACTUAL AND PROCEDURAL BACKGROUND

In 2014, William Sadleir, as the manager of Clarius Capital 

Group (Clarius), entered into a consulting fee agreement with 

plaintiffs Medallion Film and Pelican Point providing that 

Medallion Film and Pelican Point would assist Clarius in 

obtaining funding for film projects, and Clarius would pay them a 

portion of any funding so obtained. Clarius agreed not to directly 

conduct business or transactions with any of the contacts to 

whom it was introduced by Medallion Film and Pelican Point. 

Medallion Film and Pelican Point introduced Clarius to Randy 

Robertson at BlackRock, one of their contacts listed in the 

agreement.

Sadleir is alleged to have dissolved Clarius and its affiliate 

and subsidiary entities in 2015, and to have formed, with the 

assistance of law firm Loeb & Loeb, a new set of corporate 

entities under the name Aviron in order to continue marketing 

Clarius’s film properties. It is alleged that Sadleir controlled 

1 All undesignated statutory references are to the Code of 

Civil Procedure.
3

both the Clarius and Aviron entities, and that he transferred 

Clarius’s assets to the Aviron entities.

Later in 2015, Aviron is alleged to have obtained a loan for 

its film projects from BlackRock, with a further extension of the 

credit arrangement in 2017. When Medallion Film and Pelican 

Point learned of this funding in 2017, they allegedly contacted 

Sadlier, who denied any affiliation between Aviron and Clarius 

and said he was solely an employee of Aviron.

On March 25, 2018, plaintiff Quraishi, Pelican Point’s cofounder, sent an email to Randy Robertson at BlackRock. This 

message read, “Randy hope all is well. [¶] We have a fee 

agreement with Bill Sadle[i]r based upon monies raised from 

Blackrock thru my introduction to you. What can you do to assist 

us here in collecting what is due to us. [¶] Jesse [Kennedy, of 

Medallion] will provide a reconciliation. As you know our 

financial models were provided to you and Blackrock on the P&A. 

[¶] Let us know so we don[’]t have to litigate and can resolve the 

matter in an amicable fashion. [¶] Thx.”

Loeb & Loeb learned of the Quraishi email request to 

Robertson. On March 28, 2018, Loeb & Loeb partner Bernard 

Given II wrote a letter to Quraishi and Kennedy on behalf of 

Aviron Capital. Given described Quraishi’s email to Robertson as 

a threat of legal action, and wrote, “Aviron has no legal 

connection to Clarius Capital Group, LLC whatsoever. It is not a 

successor in interest and there is no common ownership between 

the two companies. Mr. Sadleir, who signed the referenced 

agreement on behalf of Clarius Capital Group, is an Aviron 

employee with no ownership interest in Aviron. Had Mr. Sadleir 

left Clarius to work at Sony Pictures Entertainment, for example, 

your claim for payment to you by Sony, had it received funding 
4

from BlackRock, would be equally without merit. [¶] Any further 

communication by you to Randy Robertson or anyone else at 

BlackRock regarding this matter will be considered by Aviron to 

constitute tortious interference.”

Plaintiffs allege Given knew these representations were

false when he made them because Loeb & Loeb had assisted in 

the formation of the Aviron entities, registered several of them on 

Sadleir’s behalf, advised Sadleir with respect to Aviron and 

Clarius, and represented Aviron when it obtained funding from 

BlackRock in 2015. Plaintiffs allege Given intended for 

Medallion Film and Pelican Point to rely on his false 

representations to conclude they were not entitled to payment 

under their agreement with Clarius.

Plaintiffs allege they believed Given’s representations that 

Aviron and Clarius were unaffiliated, Sadleir was merely an 

Aviron employee, and they were not entitled to payment based on 

the agreement. However, in December 2019, they learned, from

documents related to litigation between BlackRock and 

Sadleir/Aviron, that Given’s representations were false.

Plaintiffs sued Loeb & Loeb in December 2021. The first 

amended complaint alleges causes of action for fraudulent 

misrepresentation, deceit by concealment, negligent 

misrepresentation, aiding and abetting fraud, and violating 

California Business and Professions Code section 17200.2 The 

plaintiffs attached to the first amended complaint, inter alia, the 

following documents:

2 The Business and Professions Code cause of action was 

later withdrawn.
5

--The 2014 consulting agreement between plaintiffs and 

Clarius; 

--The Second Amended and Restated Limited Liability 

Company Agreement of Aviron Group, alleged to be the parent 

company of the Aviron entities, revising Sadleir’s ownership from 

l00 percent down to 10 percent of the company, with Temerity 

Trust Management (of which Sadleir was identified as manager) 

owning 80 percent and a BlackRock subsidiary owning the 

remaining 10 percent;

--Limited liability company agreements for two Aviron

subsidiaries, each providing Aviron Group owned the company in 

its entirety and that Sadleir would control and manage all the 

company’s business affairs as manager;

--The October 2015 Credit and Security Agreement 

between BlackRock and Aviron Capital, specifying that one of the 

conditions precedent to the effectiveness of the agreement was “a 

favorable opinion of Loeb & Loeb LLP, counsel to the Loan 

Parties,” and requiring correspondence to Aviron to be copied to 

the firm;

--The agreement extending the BlackRock credit 

arrangement in 2017, specifying as a condition precedent a 

favorable opinion from Loeb & Loeb, counsel for Aviron entities 

and/or subsidiaries;

--An Equity Pledge Agreement signed in October 2015 by 

Sadleir, as president of Aviron Group, pledging Aviron Group’s 

equity interests in subsidiaries Aviron Capital and Aviron 

Pictures as collateral for the funding agreement with BlackRock;

--A 2017 omnibus amendment to Aviron’s agreement with 

BlackRock, signed by Sadleir as manager of Aviron Pictures and 

MAA Releasing and president of Aviron Group;
6

--Two 2019 agreements to advance funds to Aviron Capital 

against the credit extended by BlackRock, signed by Sadleir as 

manager of Aviron Capital and Temerity Trust Management, and 

pledging Sadleir’s personal interest and Temerity Trust’s interest 

in Aviron Group as collateral;

--Executive summaries for Aviron Pictures and Clarius, in 

which Sadleir is identified as chairman, the companies’ business 

models are described in similar terms, and a number of 

management personnel are the same for both companies; 

--2015 letters to Loeb & Loeb confirming the good standing 

of two Aviron subsidiaries;

--A 2017 California Application to Register a Foreign 

Limited Liability Company filed for an Aviron company by a 

person alleged to be a Loeb & Loeb paralegal;

--The December 2019 complaint by BlackRock against 

Sadleir and the Aviron entities in New York, describing the 

Aviron entities’ structure, ownership, control, and agreements 

with BlackRock;

--A 2019 preliminary injunction in the BlackRock litigation, 

prohibiting Sadleir and the Aviron entities from holding 

themselves out as manager of, or controlling, or purporting to 

control, the operations of Aviron Capital and Aviron Pictures;

--BlackRock’s 2020 amended complaint alleging Sadleir had 

created a sham entity and used it to siphon millions of dollars 

from BlackRock’s Multi-Sector Income Trust for his personal use

in an elaborate fraud; and

--A text message asserted to have been sent in January 

2020 by Sadleir to an officer at Medallion, in which Sadleir 

confirmed he still owned the Aviron entities in their entirety.
7

I. The Anti-SLAPP Motion

Loeb & Loeb filed a special motion to strike the first 

amended complaint as a strategic lawsuit against public 

participation under section 425.16 (an “anti-SLAPP” motion). 

Loeb & Loeb claimed the plaintiffs’ causes of action were all 

based on the representations in Given’s letter, and they arose 

from protected activity because the letter had been “sent in 

express response to Plaintiffs’ threat of legal action to recover 

amounts purportedly due under the Consulting Fee Agreement, 

and therefore in connection with a contemplated lawsuit.”

Loeb & Loeb argued plaintiffs could not establish a 

probability of success on their claims. First, Loeb & Loeb 

asserted the litigation privilege provided an absolute defense to 

all of the causes of action because Given’s letter was sent “in 

direct response to Quraishi’s email threatening legal action,” with 

the belief that plaintiffs “were actually contemplating litigation, 

seriously and in good faith,” and the alleged misrepresentations 

related to plaintiffs’ “anticipated claims for fees.” Second, Loeb & 

Loeb contended the causes of action were barred by the threeyear statute of limitations. Even applying the discovery rule, 

because plaintiffs suspected in 2018 that Sadleir controlled 

Aviron, plaintiffs were obligated to investigate. Their 

investigation was “minimal at best,” as they only contacted 

Sadleir and BlackRock, then stopped inquiring about payment 

upon receiving Sadleir’s denial and Given’s letter. This, Loeb & 

Loeb claimed, was not reasonable diligence as a matter of law.

Loeb & Loeb argued that if plaintiffs had searched publicly 

available records and made record requests, with “a few simple 

internet searches,” they would have found a press release and 

Canadian government filings relating to an unrelated company’s 
8

dealings with Aviron, several online articles, and Aviron’s 

website, and they would “readily have discovered not only that 

Sadleir controlled Aviron, but also all of the other information 

that was supposedly ‘unearthed’ during the BlackRock lawsuit.” 

Given all that plaintiffs knew or should have discovered through 

investigation, Loeb & Loeb argued their causes of action accrued 

in March 2018 and were time-barred as a matter of law.

Third, Loeb & Loeb contended plaintiffs could not prove 

justifiable reliance on Given’s representations as a matter of law

because it is unreasonable to rely on an adversary’s 

representations under California law. Because plaintiffs believed 

Sadleir controlled Aviron and they were therefore entitled to 

payment under the consulting agreement, even “threaten[ing] 

legal action on that basis,” it was unreasonable as a matter of law 

for them to accept and rely on Sadleir and Given’s denials

without independent inquiry.

Finally, Loeb & Loeb claimed the cause of action for aiding 

and abetting fraud was barred by the agent’s immunity rule.

The special motion to strike was supported by various 

documents and Given’s declaration. He stated he wrote the letter 

in response to Quraishi’s “threat of legal action, which I [Given] 

regarded as having been made in serious and good faith 

contemplation of litigation.” Given declared he believed his 

statements in the letter to be true at the time based on 

confidential communications and information received in the 

course of representing Aviron.

II. Plaintiffs’ Opposition to the Anti-SLAPP Motion

In their opposition to the special motion to strike, plaintiffs 

argued Loeb & Loeb had not met its burden of showing the claims 

arose from protected activity because Given’s conduct was 
9

unlawful as a matter of law and no litigation was seriously being 

contemplated in good faith at the time he wrote his letter. Even 

if the claims did arise from protected activity, plaintiffs argued 

they had a probability of success on the merits because the 

litigation privilege did not attach to Given’s letter, as litigation 

was at most a future possibility and Given had not sent the letter 

in good faith and in serious consideration of litigation.

Plaintiffs argued the statute of limitations had not expired

because their claims did not accrue until December 2019, when 

BlackRock sued Aviron and Sadleir. In support of this argument, 

plaintiffs submitted evidence that they relied on Given’s 

representations to believe they were not entitled to payment 

because of “Loeb’s sole access at the time to the material facts 

regarding Sadleir’s business dealings and the relationship 

between the Aviron and Clarius Entities.” They declared they

later learned from documents from the BlackRock litigation that 

Given had known his representations in the March 2018 letter to 

be false. The documents revealed Loeb & Loeb knew Sadleir 

controlled the Aviron entities because the firm had advised 

Sadleir with respect to the BlackRock funding.

Plaintiffs also argued they had demonstrated justifiable 

reliance on Given’s representations, and the agent’s immunity 

rule did not apply.

III. The Trial Court’s Ruling

On July 12, 2022, the trial court granted the special motion 

to strike. With respect to the first prong of the anti-SLAPP 

analysis, whether the claim arises from protected activity, the 

court found all plaintiffs’ causes of action arose from Given’s 

letter. The court found plaintiffs’ evidence was “certainly not 

insubstantial and raises a reasonable doubt as to whether Given 
10

was truly ignorant of his letter’s falsity.” However, for activity to 

be considered unprotected unlawful conduct, the illegality of the 

conduct in question must be conceded or conclusively established 

by the evidence, neither of which was the case; and because no 

showing of good faith/serious consideration of litigation was 

required, Loeb & Loeb met its burden of demonstrating the letter 

was sent in connection with anticipated litigation.

On the second prong, the court concluded plaintiffs had not 

demonstrated a probability of prevailing on the merits because 

the litigation privilege barred each cause of action. Although this

was dispositive of the motion, the court analyzed the remaining 

prong 2 arguments “for discussion purposes” and concluded the 

causes of action were not barred by the statute of limitations, 

there was no evidence plaintiffs’ investigation could have 

revealed Given’s representations were false, and the agent’s 

immunity rule did not apply.

At the hearing, the trial court said it did not like the result 

and it believed the outcome was “probably not” fair. The court 

encouraged plaintiffs to appeal because if Given knowingly and 

maliciously lied, plaintiffs “should be able to sue them for that.”

The trial court struck the first amended complaint in its 

entirety and entered judgment in favor of Loeb & Loeb. Plaintiffs 

appeal.

DISCUSSION

I. The Anti-SLAPP Law

“The anti-SLAPP statute is ‘designed to protect defendants 

from meritless lawsuits that might chill the exercise of their 

rights to speak and petition on matters of public concern. 

[Citations.] To that end, the statute authorizes a special motion 
11

to strike a claim “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).)’ ” (Bonni 

v. St. Joseph Health System (2021) 11 Cal.5th 995, 1008–1009 

(Bonni).)

Litigating an anti-SLAPP motion is a two-step process. 

“First, ‘the moving defendant bears the burden of establishing 

that the challenged allegations or claims “aris[e] from” protected 

activity in which the defendant has engaged.’ [Citation.] Second, 

for each claim that does arise from protected activity, the plaintiff 

must show the claim has ‘at least “minimal merit.” ’ [Citation.]

If the plaintiff cannot make this showing, the court will strike the 

claim.” (Bonni, supra, 11 Cal.5th at p. 1009.)

We review de novo a trial court’s order granting an antiSLAPP motion, considering the pleadings and affidavits 

submitted in support of, or in defense to, the subject claims. 

(Flickinger v. Finwall (2022) 85 Cal.App.5th 822, 831 

(Flickinger).)

II. First Prong

The first question is whether the plaintiffs’ claims arise 

from protected activity. To determine this, we “ ‘consider the 

elements of the challenged claim and what actions by the 

defendant supply those elements and consequently form the basis 

for liability.’ [Citation.] The defendant’s burden is to identify 

what acts each challenged claim rests on and to show how those 

acts are protected under a statutorily defined category of 

protected activity.” (Bonni, supra, 11 Cal.5th at p. 1009.)

Loeb & Loeb asserts the causes of action are all based on 

activity protected by section 425.16, subdivision (e)(2). We
12

independently determine whether any of the acts from which 

challenged claims arise are protected under this provision. 

(Bonni, supra, 11 Cal.5th at p. 1009.)

A. Applicable Law

Section 425.16, subdivision (e) identifies four categories of 

conduct that are protected under the anti-SLAPP statute, one of 

which is a “written or oral statement or writing 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).) Although 

the statute refers to ongoing proceedings, as this court and many 

others have held, “[p]relitigation communications may qualify for 

this protection so long as they ‘ “concern[] the subject of the 

dispute” and [are] made “in anticipation of litigation 

‘contemplated in good faith and under serious consideration.’ ” ’ ” 

(Flickinger, supra, 85 Cal.App.5th at pp. 832–833; see also 

Trinity Risk Management, LLC v. Simplified Labor Staffing 

Solutions, Inc. (2021) 59 Cal.App.5th 995, 1005 (Trinity); People 

ex rel. Allstate Ins. Co. v. Rubin (2021) 66 Cal.App.5th 493, 499

(Rubin); Nirschl v. Schiller (2023) 91 Cal.App.5th 386, 401–402 

(Nirschl); Bel Air Internet, LLC v. Morales (2018) 20 Cal.App.5th 

924, 940–941 (Bel Air); People ex rel. Fire Ins. Exchange v. Anapol

(2012) 211 Cal.App.4th 809, 824 (Anapol); Aguilar v. Goldstein

(2012) 207 Cal.App.4th 1152, 1162; Digerati Holdings, LLC v. 

Young Money Entertainment, LLC (2011) 194 Cal.App.4th 873, 

887; Bailey v. Brewer (2011) 197 Cal.App.4th 781, 789–790; 

Neville v. Chudacoff (2008) 160 Cal.App.4th 1255, 1268.)

Loeb & Loeb disputes the existence of the good faith and 

serious consideration requirement, relying on RGC Gaslamp, 

LLC v. Ehmcke Sheet Metal Co., Inc. (2020) 56 Cal.App.5th 413
13

(RGC Gaslamp), in which the court cast doubt on its 

appropriateness in the prong 1 analysis; and Pech v. Doniger

(2022) 75 Cal.App.5th 443 (Pech), which did not set forth an 

independent analysis but described RGC Gaslamp’s analysis as 

persuasive. Loeb & Loeb overstates the scope and import of these 

decisions: in neither case did the court rule the good faith and 

serious consideration requirement no longer exists to determine 

whether prelitigation activity is protected. (Pech, at p. 463 

[“Ultimately, the RGC Gaslamp court was not required to decide 

whether the additional limitations of the litigation privilege 

apply in the anti-SLAPP context, and neither are we”]; RGC 

Gaslamp, at p. 429 [“We need not resolve this potential tension 

here”].) “An appellate decision is not authority for everything 

said in the court’s opinion but only ‘for the points actually 

involved and actually decided.’ ” (Santisas v. Goodin (1998) 

17 Cal.4th 599, 620.)

We respectfully disagree with the interpretation of the good 

faith and serious consideration requirement in RGC Gaslamp

and Pech. The RGC Gaslamp court was troubled by what it 

identified as a “potential tension” between considering whether 

prelitigation communications were made in good faith and 

serious consideration of litigation and the fact that prong 1 of the 

anti-SLAPP analysis “requires only a prima facie showing of 

protected activity, not a showing that the defendant’s acts were 

ultimately lawful or constitutionally protected.” (RGC Gaslamp, 

supra, 56 Cal.App.5th at p. 429.) It expressed concern that 

requiring a litigant to “affirmatively show that its statements 

were made in good faith while litigation was seriously 

contemplated” would, in some instances, import into prong 1 an 
14

analysis on the merits whether the statements ultimately arose 

from protected petitioning activity. (Ibid.)

We understand this concern but think it misconstrues the 

showing of good faith and serious consideration of litigation that 

is required. “The ‘good faith [and under] serious consideration’ 

requirement is not a test for malice. (Aronson v. Kinsella (1997) 

58 Cal.App.4th 254, 266, [68 Cal.Rptr.2d 305].) Instead, it 

focuses on whether the litigation was genuinely contemplated” 

(Anapol, supra, 211 Cal.App.4th at p. 824), and it protects 

prelitigation communications made in genuine contemplation of 

litigation while excluding from protection communications made 

when litigation is “just a negotiating tactic or a hypothetical 

possibility. [Citations.] [¶] The requirement to show that 

litigation is seriously contemplated ensures that prelitigation 

communications are actually connected to litigation and that 

their protection therefore furthers the anti-SLAPP statute’s 

purpose of early dismissal of meritless lawsuits that arise from 

protected petitioning activity. (§ 425.16, subd. (a); Anapol, supra, 

211 Cal.App.4th at p. 824 [the good faith and serious 

consideration requirement ‘guarantees that hollow threats of 

litigation are not protected’]; cf. Action Apartment [Assn., Inc. v. 

City of Santa Monica (2007) 41 Cal.4th 1232,] 1251 [the policy 

underlying the litigation privilege of affording ‘ “the utmost 

freedom of access to the courts” ’ is furthered only if litigation is 

‘seriously considered’].)” (Bel Air, supra, 20 Cal.App.5th at 

pp. 940–941.)

Additionally, RGC Gaslamp and Pech involved prelitigation 

activities that were intrinsically preparatory to litigation such 

that no analysis of surrounding circumstances was necessary to 

determine that they were protected prelitigation activity. In 
15

Pech, the communication was legal advice provided by attorneys 

to their clients concerning proposed litigation and the clients’ 

obligations to their former attorney, which by definition was 

provided in preparation for litigation and was therefore protected 

prelitigation speech. (Pech, supra, 75 Cal.App.5th at p. 462.) In

RGC Gaslamp, the prelitigation communication in question was 

the filing of a mechanic’s lien, and the court concluded that 

because the filing of a mechanic’s lien was a necessary 

prerequisite to bringing a foreclosure action, it was a protected 

prelitigation statement preparatory to filing a judicial 

proceeding. (RGC Gaslamp, supra, 56 Cal.App.5th at p. 426.)

Finally, we note that even as it questioned the good faith 

and serious consideration analysis in general, the RGC Gaslamp

court recognized its utility in circumstances when determining 

whether an act was in anticipation of litigation is not as cut and 

dried as it is with a mechanic’s lien: “[S]uch criteria may be 

helpful in evaluating prelitigation statements that do not 

intrinsically anticipate litigation.” (RGC Gaslamp, supra, 

56 Cal.App.5th at p. 429.)

B. Application

From a review of the amended complaint, it is clear that 

plaintiffs’ first three causes of action, for fraudulent 

misrepresentation, deceit by concealment, and negligent 

misrepresentation, are all based on Given’s letter. Plaintiffs’ 

fourth cause of action is somewhat different, and we discuss it 

separately below.

We independently review the contents of Loeb & Loeb’s 

letter (Trinity, supra, 59 Cal.App.5th at p. 1005) and conclude 

Given’s representations were not communications made in 

preparation for or in anticipation of litigation. From the first 
16

sentence of its appellate brief, Loeb & Loeb repeatedly and 

hyperbolically describes the email to which Given responded as 

an explicit threat of litigation conclusively establishing Given’s

letter as anticipating litigation. But the actual message to which 

Given was responding was nothing of the sort. This was not a 

demand letter or litigation threat, and it was not even directed to 

Aviron. Rather, plaintiffs reached out to their contact at 

BlackRock—the person to whom they had introduced Sadleir 

pursuant to the consulting agreement—and asked for 

BlackRock’s help in securing the payment to which they thought 

they were entitled: “What can you do to assist us here in 

collecting what is due to us[?]” They sought BlackRock’s help so 

the question of payment could be addressed informally, “so we 

don[’]t have to litigate and can resolve the matter in an amicable 

fashion.” The email demonstrates the plaintiffs just wanted to be

paid, and they were appealing to whomever they thought would 

be influential in persuading Sadleir to pay them without having 

to resort to litigation. This is the exact opposite of a threat of 

litigation.

While eventual litigation was a remote possibility from the 

mere fact that the message alerted Given that someone wanted 

something from Aviron, a remote possibility is not enough to 

demonstrate a communication is actually connected to litigation 

and is therefore protected. When conduct “ ‘will lead to litigation 

only if negotiations fail or contractual commitments are not 

honored, future litigation is merely theoretical rather than 

anticipated and the conduct is therefore not protected 

prelitigation activity.’ ” (Rubin, supra, 66 Cal.App.5th at p. 499.) 

Indeed, “where one party to a contract requests the other party to 

perform its duties under the agreement,” the “possibility of 
17

litigation in the event of nonperformance is not enough to 

conclude the claim is made in anticipation of litigation 

contemplated in good faith and under serious consideration.” 

(Anapol, supra, 211 Cal.App.4th at p. 828.)

Given declared he wrote the letter in response to Quraishi’s 

“threat of legal action, which I regarded as having been made in 

serious and good faith contemplation of litigation.” This selfserving declaration is both insufficient on its own to establish a 

prima facie showing of protected activity (Anapol, supra, 

211 Cal.App.4th at p. 830; Nirschl, supra, 91 Cal.App.5th at 

p. 403 [“one side’s subjective belief that negotiations will fail or 

that litigation will likely occur is insufficient, standing alone, to 

transform statements made in a prelitigation negotiation into 

protected activity”]) and at obvious odds with the actual 

correspondence forwarded to Given. Once we dispense with the

fiction that plaintiffs’ email to BlackRock was an explicit threat 

of litigation against Aviron, Loeb & Loeb offers no evidence that 

Given wrote his letter in good faith and serious contemplation of 

litigation. Given did not declare he was seriously and in good 

faith contemplating litigation when he made his alleged 

misrepresentations; and he had no reason to believe litigation 

would result from the communications here because the parties 

“could well have negotiated a settlement and obviated any need” 

for litigation. (Mission Beverage Co. v. Pabst Brewing Co., LLC

(2017) 15 Cal.App.5th 686, 704.) Given’s bombastic and 

disproportionate response to an email not even directed to his 

client is not a communication made in good faith and serious 

contemplation of litigation but an attempt to dissuade the 

plaintiffs from making any further inquiries.
18

We conclude Given’s letter was not prelitigation conduct 

protected under the anti-SLAPP statute.

C. Fourth Cause of Action

Plaintiffs’ fourth cause of action, for aiding and abetting 

fraud, is predicated on different conduct. In this claim, plaintiffs 

contend Loeb & Loeb “knew that Sadleir was going to commit 

fraud against Plaintiffs because they represented Sadleir as well 

as the Aviron Entities and Clarius Entities in transactional and 

litigation matters. In fact, Defendant[] assisted with the 

formation of the Aviron Entities and ultimately advised Sadleir 

on the BlackRock funding. Defendant[] [was] therefore privy to 

Sadleir’s plan to form the Aviron Entities to continue marketing 

and distributing film projects that he initially undertook through 

the Clarius Entities. [¶] Defendant[] helped Sadleir form the 

Aviron Entities to continue marketing and distributing film 

projects that he initially undertook through the Clarius Entities, 

with the knowledge and intention that formation of the Aviron 

Entities was done, in part, to avoid Sadleir’s contractual 

obligation to pay Plaintiffs pursuant to the Consulting Fee 

Agreement.”

This allegedly wrongful conduct precedes Given’s letter and 

has no connection to protected activity; in this cause of action, the 

letter is essentially the external-facing cover-up of Loeb & Loeb’s 

previous actions aiding and abetting Sadleir’s fraud. While the 

cause of action is not a model of clarity, as it pivots from these 

allegations to allegations of reliance on Given’s representations, 

this cause of action nonetheless alleges Given aided and abetted

Sadleir’s alleged fraud by means of wrongful conduct entirely 

separate from the later letter.
19

In their anti-SLAPP motion, Loeb & Loeb made no effort to 

demonstrate that this conduct was protected activity. In fact, 

they did not acknowledge these allegations, instead asserting 

that each cause of action “seeks to hold Loeb liable for statements 

made by Given in his March 28, 2018 correspondence” and that 

“[t]he only thing Loeb is alleged to have done is to send a single 

letter on behalf of Aviron, its client.” Therefore, while we hold 

the causes of action were not subject to dismissal under the antiSLAPP law because Given’s letter was not protected prelitigation 

activity, we hold that dismissal of the fourth cause of action in its 

entirety was error for the additional reason that it contains

allegations of nonprotected conduct that survive any anti-SLAPP 

analysis. (Bonni, supra, 11 Cal.5th at p. 1010; Baral v. Schnitt

(2016) 1 Cal.5th 376, 393, 396 (Baral) [an anti-SLAPP motion 

may be used to attack parts of a count as pleaded; unprotected 

activity is disregarded and the anti-SLAPP analysis is performed 

with regard to the protected activity].) “[B]y its very terms, 

section 425.16 does not apply to activity that is not in furtherance 

of the constitutional rights of free speech or petition.” (Flatley v. 

Mauro (2006) 39 Cal.4th 299, 324.)

III. Second Prong

While our conclusion that the causes of action asserted in 

the amended complaint arise from conduct that is not protected is 

determinative of this appeal, we discuss the second prong 

because even if Loeb & Loeb did carry its burden to make a prima 

facie showing that the claims alleged in the amended complaint 

arose from protected activity, the plaintiffs made the requisite 

showing of merit required by the statute to survive the special 

motion to strike. This is equally and independently sufficient to 

demonstrate the anti-SLAPP motion should have been denied. 
20

“[W]e may conclude a contested portion of an anti-SLAPP motion 

should be denied solely based on a plaintiff’s showing of merit, as 

a sufficiently meritorious claim cannot be struck regardless of 

whether it arises from activity the anti-SLAPP statute protects.” 

(Serova v. Sony Music Entertainment (2022) 13 Cal.5th 859, 872.)

The Supreme Court has stated, “If the defendant makes the 

required showing [on prong 1], the burden shifts to the plaintiff

to demonstrate the merit of the claim by establishing a 

probability of success. We have described this second step as a 

‘summary-judgment-like procedure.’ [Citation.] The court does 

not weigh evidence or resolve conflicting factual claims. Its 

inquiry is limited to whether the plaintiff has stated a legally 

sufficient claim and made a prima facie factual showing sufficient 

to sustain a favorable judgment. It accepts the plaintiff’s 

evidence as true, and evaluates the defendant’s showing only to 

determine if it defeats the plaintiff’s claim as a matter of law. 

[Citation.] ‘[C]laims with the requisite minimal merit may 

proceed.’ ” (Baral, supra, 1 Cal.5th at pp. 384–385, fn. omitted.)

Loeb & Loeb argues the plaintiffs cannot show a probability 

of prevailing on the merits because their claims are barred as a 

matter of law by the litigation privilege, the statute of 

limitations, and the absence of justifiable reliance. We find Loeb 

& Loeb has not defeated plaintiffs’ claims as a matter of law.

A. Litigation Privilege

“A plaintiff cannot show a probability of prevailing on the 

merits of a cause of action for anti-SLAPP purposes where the 

cause of action is barred by the litigation privilege codified in 

Civil Code section 47. [Citations.] ‘The litigation privilege 

precludes liability arising from a publication or broadcast made 

in a judicial proceeding or other official proceeding. “ ‘The usual 
21

formulation is that the privilege applies to any communication 

(1) made in judicial or quasi-judicial proceedings; (2) by litigants 

or other participants authorized by law; (3) to achieve the objects 

of the litigation; and (4) that [has] some connection or logical 

relation to the action.’ [Citation.] The privilege ‘is not limited to 

statements made during a trial or other proceedings, but may 

extend to steps taken prior thereto, or afterwards.’ [Citation.]” 

[Citation.] The litigation privilege is interpreted broadly in order 

to further its principal purpose of affording litigants and 

witnesses the utmost freedom of access to the courts without fear 

of harassment in derivative tort actions. [Citation.] The 

privilege is absolute and applies regardless of malice.’ ” 

(Flickinger, supra, 85 Cal.App.5th at p. 840.)

“A prelitigation communication is privileged only when it 

relates to litigation that is contemplated in good faith and under 

serious consideration.” (Action Apartment Assn., Inc. v. City of 

Santa Monica, supra, 41 Cal.4th at p. 1251.) The privilege 

“ ‘arises at the point in time when litigation is no longer a mere 

possibility, but has instead ripened into a proposed proceeding 

that is actually contemplated in good faith and under serious 

consideration as a means of obtaining access to the courts for the 

purpose of resolving the dispute.’ ” (Haneline Pacific Properties, 

LLC v. May (2008) 167 Cal.App.4th 311, 319.) It does not apply 

to statements made “simply as a tactical ploy to negotiate a 

bargain.” (Edwards v. Centex Real Estate Corp. (1997) 

53 Cal.App.4th 15, 36 (Edwards).)

We are not persuaded Given’s letter is protected by the 

litigation privilege. Given’s representations did not relate to 

litigation that was contemplated in good faith and under serious 

consideration. The premise of Loeb & Loeb’s litigation privilege 
22

argument is that the plaintiffs’ email was an explicit threat of 

litigation, and from that they reason their letter responded to 

that explicit threat of litigation and was therefore written in 

anticipation of that threatened litigation, satisfying the good 

faith and serious consideration requirement. But this premise is 

incorrect. As discussed above, the email to which Given 

responded with his letter did not contain any threat: it was a 

request to a third party for help obtaining money the plaintiffs 

believed they were owed—in order to avoid litigation.

At most, the email alerted Given to a potential dispute with 

plaintiffs that at some point, if not resolved through negotiation 

and mutual agreement, could possibly develop into a lawsuit. 

That is not enough to invoke the litigation privilege. (Edwards, 

supra, 53 Cal.App.4th at p. 36 [the “mere potential or ‘bare 

possibility’ that judicial proceedings ‘might be instituted’ in the 

future is insufficient to invoke the litigation privilege”].) As the 

Edwards court explained, “In the present litigious society, there 

is always at least the potential for a lawsuit any time a dispute 

arises between individuals or entities. More than a mere 

possibility or vague ‘anticipation’ of litigation must be required 

for the privilege to attach, or else the privilege may be misused in 

ways for which there is no public policy justification or 

purpose. . . . [T]he ‘bare possibility’ that a judicial proceeding 

‘might be instituted’ in the future ‘is not to be used as a cloak to 

provide immunity’ for fraud and other tortious conduct when the 

possibility has not ripened into a proposed judicial proceeding 

that is contemplated in good faith and under serious 

consideration.” (Id. at p. 33.)
23

B. Statute of Limitations

Loeb & Loeb contends the causes of action were barred by 

the three-year statute of limitations applicable to fraud claims. 

(§ 338, subd. (d).) A cause of action for fraud accrues when the 

injured party could have discovered the fraud or mistake through 

the exercise of reasonable diligence (Sun’n Sand, Inc. v. United 

California Bank (1978) 21 Cal.3d 671, 701, superseded by statute 

on other grounds as stated in Mills v. U.S. Bank (2008) 

166 Cal.App.4th 871, 883), and actual knowledge is not required 

for accrual if “a plaintiff knows facts that should raise suspicion 

and trigger a further investigation.” (Vera v. REL-BC, LLC

(2021) 66 Cal.App.5th 57, 69.)

Loeb & Loeb argues plaintiffs already suspected Sadleir 

controlled Aviron in 2017, as demonstrated by their 2017

communication with Sadleir asking about payment. This 

suspicion, Loeb & Loeb contends, obligated plaintiffs to 

investigate, and their minimal investigation was not reasonably 

diligent as a matter of law. Loeb & Loeb argues plaintiffs did not 

allege they took any steps “to ascertain Sadleir’s relationship 

with Aviron beyond a single inquiry to each of Sadleir and 

BlackRock. Plaintiffs do not purport to have searched publicly 

available materials, to have requested copies of the financing 

agreements or any corporate records, or to have done anything 

else to investigate their suspicion” that Sadleir controlled Aviron. 

Had plaintiffs searched these materials, Loeb & Loeb represented 

to the trial court, “they would readily have discovered not only 

that Sadleir controlled Aviron, but also all of the other 
24

information that was supposedly ‘unearthed’ during the 

BlackRock lawsuit.”3

Specifically, Loeb & Loeb asserted in support of their antiSLAPP motion that with “a few simple internet searches,” 

plaintiffs would have discovered: (1) a 2015 press release from a 

Canadian company, Quizam Media Corporation, announcing it 

had signed a letter of intent to acquire an equity interest in 

“Sadleir’s new motion picture distribution company, 

headquartered in Beverly Hills, California,” of which Sadleir was 

presently the only other shareholder; (2) Quizam’s 2015 filing 

with SEDAR, which Loeb & Loeb described as the Canadian 

equivalent of the Securities and Exchange Commission’s EDGAR 

filing system, disclosing it had entered into an agreement with 

Sadleir and Aviron to acquire an interest in Aviron; and (3) three

of Quizam’s Consolidated Financial Statements covering the 

years 2014 through 2016, and its 2015 Management’s Discussion 

& Analysis form, each of which mentioned Quizam investing in 

“William Sadleir’s new motion picture distribution company, 

Aviron Capital, LLC.” Loeb & Loeb also asserted that plaintiffs 

would have found a January 2017 Nasdaq.com article, articles 

from May 2017 and November 2017 from Deadline Hollywood, 

and Aviron’s website. According to a declaration by Loeb & 

3 Perhaps sensing an overstatement, Loeb & Loeb moderated 

that assertion on appeal, stating that investigation of publicly 

available documents would have told plaintiffs “that Sadleir 

exercised at least indirect control over the company.”
25

Loeb’s counsel, these articles and website printouts were 

attached to the declaration, but they are not in the record.4

Loeb & Loeb’s argument is unavailing. If the plaintiffs 

suspected Sadleir controlled Aviron as of 2017 or their inquiries 

in 2018, that would allow a fraud claim against Sadleir to have 

accrued at that time. But these are claims against Loeb & Loeb, 

based not on Sadleir’s fraud but on Loeb & Loeb’s conduct: 

making allegedly false representations about Sadleir, Aviron, and 

Clarius, as well as whether the 2014 consulting fee agreement 

entitled plaintiffs to payment. Suspecting they might be owed 

money under the agreement is not sufficient to put plaintiffs on 

notice that a letter from Aviron’s attorney specifically dispelling 

that suspicion may have contained false representations.

Even if plaintiffs were required to investigate Given’s 

representations in the letter because before receiving it they 

thought they were or could be entitled to payment, there is no 

evidence that a reasonable investigation would have revealed 

4 According to Loeb & Loeb, one of these articles mentioned 

“the October 2015 Share Exchange agreement between Quizam 

and Aviron and William Sadleir” (the January 2017 article); 

another stated Aviron Pictures had been formed with funding 

from “Aviron Capital, a consortium of financiers including 

principal William Sadleir” (the May 2017 article); and the third 

described Aviron as “a consortium of financiers including 

principal William Sadleir, who is chairman/CEO” (the November 

2017 article). Loeb & Loeb also described printouts from Aviron 

Pictures’s website as identifying Sadleir as “previously CEO of 

Clarius Entertainment” and Aviron’s “Chairman & CEO”; 

describing the company’s business model in similar terms to that 

of Clarius Capital; and identifying various former Clarius 

executives as members of Aviron’s senior management team.
26

Given had made false representations to them. “The mere fact 

that information exists somewhere in the public domain is by no 

means conclusive.” (Vega v. Jones, Day, Reavis & Pogue (2004) 

121 Cal.App.4th 282, 295.) The “reasonable” investigation 

proposed by Loeb & Loeb would have involved rooting through

government filings and financial statements made by a Canadian 

company, an investigation significantly deeper than the “simple 

internet searches” Loeb & Loeb claimed would have yielded this 

information. While a single phrase in Quizam’s 2015 press 

release did say Sadleir’s new company had no other shareholders, 

we are not convinced that plaintiffs should be charged with 

locating a single phrase in an unrelated company’s press release 

that did not even mention Aviron by name, simply calling it “New 

Company.”

More importantly, none of the documents identified by Loeb 

& Loeb would have revealed to plaintiffs that Given’s letter 

contained misrepresentations. The Canadian company 

documents simply referred to negotiations and an agreement to 

acquire an interest in Aviron, referred to as “Sadleir’s new motion 

picture distribution company.” While, as noted above, the 

Canadian company’s 2015 press release contained a statement 

that Sadleir’s unnamed new company had no other shareholders, 

his full ownership of Aviron in 2015 does not mean that at other 

times Sadleir owned all of Aviron—in fact, the Quizam 

documents suggest Sadleir later did not own Aviron in its 

entirety, since they announce and concern Quizam’s purchase of 

an ownership interest in Aviron. While we were not provided 

with the remaining items Loeb & Loeb says a basic investigation 

would have uncovered, based on its description of them they

similarly would not have been enough to alert plaintiffs, or any 
27

reasonable person, that Given’s various representations about 

Sadleir, Aviron, and Clarius may have been false.

We also note that Given declared that at the time he wrote 

the letter, he believed his representations were accurate. If 

Given, who as Sadleir and Aviron’s attorney had access to not 

only all the information in the public record, but also his 

“confidential communications with Mr. Sadleir in his capacity as 

an Aviron employee and other confidential information that Loeb 

received from Aviron in the course of its representation,” was not 

able to detect that his statements were false, this both 

undermines any claim that plaintiffs should have been on notice

that Given’s statements might be misrepresentations and 

strongly suggests they would not, exercising reasonable diligence, 

have discovered the letter contained false statements.

Accepting plaintiffs’ evidence as true, it is reasonable to 

conclude plaintiffs were not aware of the alleged 

misrepresentations in Given’s letter until the documents were 

revealed in the BlackRock litigation. As the trial court noted, the 

fact that they did not file suit until those documents became 

available is evidence that they had not been aware of the fraud. 

The causes of action are not barred by the statute of limitations.

C. Justifiable Reliance

In a rather bleak argument, Loeb & Loeb argues plaintiffs 

cannot prove they justifiably relied on Given’s representations 

because as a matter of law it was not justifiable to rely on the 

representations he made as counsel for Aviron.

Loeb & Loeb argues it is “not reasonable under California 

law for a party to actual or threatened litigation to accept the 

other side’s ‘representations as an adversary without an 

independent inquiry’ ” (italics omitted), but the case upon which 
28

it relies does not stand for such a broad principle. In Wilhelm v. 

Pray, Price, Williams & Russell (1986) 186 Cal.App.3d 1324, 

opposing counsel in pending litigation was alleged to have met 

with the plaintiff, an 87-year-old woman, and made false 

representations that convinced her to dismiss her pending 

litigation. (Id. at pp. 1328–1329, 1331.) The court sustained 

demurrers to the operative complaint on multiple grounds, one of 

which was that the allegations precluded a showing of actual or 

justifiable reliance. (Id. at p. 1332.) The court pointed out that 

plaintiff had been represented by counsel, and it stated, “Because 

her counsel prepared and filed the dismissal, she must have 

consulted with [her counsel] before hand. Also, it would not be 

‘reasonable’ for [her] to accept [opposing counsel’s]

representations as an adversary without an independent 

inquiry.” (Ibid., italics omitted.)

While it may not be reasonable for a person represented by 

counsel and engaged in litigation to rely on representations made 

by opposing counsel about why they should drop their pending 

lawsuit, that is not the case here. There was no obvious reason 

for plaintiffs to consider Given an adversary. They were not 

litigating against one of Given’s clients; they simply asked a third 

party for help obtaining money they thought was due to them, 

and in return they received Given’s letter making representations 

about Sadleir, Aviron, and Clarius and denying plaintiffs had any 

entitlement to money under the consulting agreement. As the 

situations here and in Wilhelm markedly differ, Wilhelm does not 

demonstrate that the plaintiffs could not justifiably rely on 

Given’s representations as a matter of law.
29

Loeb & Loeb next cites three federal district court cases 

that also do not tend to establish plaintiffs’ reliance was 

unjustifiable as a matter of law. Two, Borg v. Principal Life Ins. 

Co. (N.D.Cal., July 24, 2008, No. C 07-03149 JW) 2008 WL 

11453724 and Facebook, Inc. v. ConnectU, Inc. (N.D.Cal., June 

25, 2008, No. C 07-01389 JW) 2008 WL 8820476, state, “Where a 

party is represented by counsel, or where the alleged 

misrepresentation was made by an adversary during the course 

of negotiations, courts have held that reliance is unjustifiable.” 

(Borg, at p. *3; Facebook, at p. *5.) There is no evidence that 

plaintiffs were represented by counsel on this matter, and Given’s 

alleged misrepresentations were not made during negotiations. 

In the third case, the plaintiffs were “sophisticated businessmen 

who were represented by counsel during the negotiation, 

preparation, and execution of [a] merger agreement” and then 

alleged fraud during the negotiations. (Scognamillo v. Credit 

Suisse First Boston LLC (N.D.Cal., Aug. 25, 2005, No. C03-2061 

TEH) 2005 WL 2045807, p. *7.) Given the plaintiffs’

sophistication and representation, the court held they could not 

“demonstrate that, in the absence of a fiduciary relationship, 

reliance on statements made by individuals on the other side of a 

business transaction would have been justified in light of 

Plaintiffs’ knowledge and experience.” (Ibid.) Again, that is not 

remotely akin to the factual situation here and does not suggest, 

let alone establish, that plaintiffs’ reliance was unjustifiable as a 

matter of law.

In Cicone v. URS Corp. (1986) 183 Cal.App.3d 194, 205, the 

court rejected the proposition that an attorney “ ‘is not justified in 

relying on statements of law made by an adverse party or 

attorney in the course of arm’s length negotiations,’ ” and the 
30

court in Shafer v. Berger, Kahn, Shafton, Moss, Figler, Simon & 

Gladstone (2003) 107 Cal.App.4th 54, 75, observed that “ ‘cases 

from twenty-eight states hold[] that “[a]n attorney can be liable 

to a nonclient, even an adversary in litigation, for fraud or 

deceit.” ’ ” In Shafer, the attorney for the defendants’ insurance 

company misrepresented the scope of the insurance company’s 

coverage. (Ibid.) The court ruled the plaintiffs “justifiably relied 

on [the attorney’s] alleged false statements. They had no reason 

to doubt him. . . . [They] reasonably relied on the coverage 

representations made by counsel for an insurance company.” 

(Id. at pp. 75–76.)5 Similarly here, accepting plaintiffs’ evidence 

as true, they reasonably relied on representations concerning 

Aviron’s ownership, control, and obligations made by counsel for 

that company.

Loeb & Loeb claims it was “unreasonable as a matter of 

law” for plaintiffs to rely on Given’s representations without 

independent inquiry because “plaintiffs actually believed that 

Sadleir controlled Aviron and that they were therefore entitled to 

payment under the Consulting Fee Agreement, and they 

threatened legal action on that basis.” The portions of the record 

Loeb & Loeb relies upon to support that assertion do not bear it 

out. Loeb & Loeb cites to the email plaintiffs sent to BlackRock, 

which does not state or necessarily imply they believed Sadleir 

controlled Aviron; and, as we have already discussed, was not a 

threat of legal action. Loeb & Loeb also refers the court to the 

declarations of Quraishi and Kennedy, both of which describe 

5 Loeb & Loeb attempts to distinguish this case by asserting, 

inaccurately, that the misrepresentation upon which the Shafer

plaintiffs relied was made by “plaintiff’s own counsel.”
31

Quraishi’s inquiries with Sadleir and BlackRock, and neither of 

which establishes they believed Sadleir controlled Aviron and 

that this entitled them to payment under the consulting

agreement. This argument does not establish that plaintiffs’ 

reliance was unjustifiable as a matter of law.

The reasonableness of reliance is a question of fact, and it 

may only be decided as a matter of law “ ‘if reasonable minds can 

come to only one conclusion based on the facts.’ ” (Hasso v. Hapke

(2014) 227 Cal.App.4th 107, 132.) Loeb & Loeb has not 

demonstrated that reasonable minds could only conclude the 

plaintiffs’ reliance on Given’s representations was unreasonable. 

Loeb & Loeb argues “the most basic of inquiries would have 

revealed the true facts,” but that both assumes a duty on 

plaintiffs’ part to perform this research—a duty Loeb & Loeb has

not established—and fails to answer the question why plaintiffs

would or should have thought they needed to verify the

unsolicited representations about Aviron made by its attorney, 

whose knowledge of the company and its structure, ownership, 

and obligations was considerably more extensive than theirs. 

Moreover, as discussed above, the evidence does not show that if 

the plaintiffs had performed the research Loeb & Loeb claims 

they should have performed, they would have located information 

revealing Given’s representations to them were false. To the 

contrary, it strongly suggests that even in the exercise of

reasonable diligence they would not have learned Given had 

made misrepresentations to them.

We agree with the trial court that plaintiffs’ evidence was

“certainly not insubstantial and raises a reasonable doubt as to 

whether Given was truly ignorant of his letter’s falsity.” 

Plaintiffs submitted evidence that Given made representations of 
32

important facts to plaintiffs; he knew those representations to be 

false at the time he made them, and he intended for plaintiffs to 

rely upon them and stop inquiring about payment; and that 

plaintiffs believed Given and reasonably relied on his 

representations to their detriment, suffering economic damages

as to which the misrepresentations were a substantial cause. In 

light of this evidence, and because the claims are not barred as a 

matter of law, we conclude the plaintiffs have “made a prima 

facie factual showing sufficient to sustain a favorable judgment.” 

(Baral, supra, 1 Cal.5th at p. 385.)

DISPOSITION

The judgment is vacated and the order granting the special 

motion to strike is reversed. On remand, the trial court is 

directed to enter an order denying the motion. Appellants shall 

receive their costs on appeal.

CERTIFIED FOR PUBLICATION

STRATTON, P. J.

We concur:

WILEY, J. VIRAMONTES, J.