Filed 5/16/22 Rosen v. Century Law Group CA2/4

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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 FOUR

JONATHAN ROSEN,

Plaintiff and Respondent,

v.

CENTURY LAW GROUP, LLP, et 

al.,

Defendants and Appellants.

B309991

(Los Angeles County

Super. Ct. No. BC650926)

APPEAL from an order of the Superior Court of Los 

Angeles County, Monica Bachner, Judge. Affirmed.

Jonathan Rosen, in pro. per., for Plaintiff and Respondent.

Century Law Group and Karen A. Larson for Defendants 

and Appellants.
2

INTRODUCTION

Defendants and appellants Century Law Group (CLG) and 

Edward Lear (Lear) (collectively, CLG) appeal from an order 

denying their motion for attorneys’ fees. CLG contends the trial 

court erred in denying its motion because: (1) the retainer 

agreement between CLG and plaintiff and respondent Jonathan 

Rosen (Rosen) contains a prevailing party attorneys’ fee 

provision; and (2) that CLG was represented by an attorney who 

was “of counsel” for CLG does not preclude an award of attorneys’ 

fees under Civil Code section 1717. For the reasons discussed 

below, we affirm.

FACTUAL AND PROCEDURAL BACKGROUND

In September 2015, Rosen retained CLG to defend him in a 

legal malpractice lawsuit. The retainer agreement between CLG 

and Rosen contained an attorneys’ fees clause, which provided: “If 

any action at law or in equity, in court or in arbitration, is 

necessary to enforce or interpret the terms of this Retainer 

Agreement, the prevailing party shall be entitled to reasonable 

attorneys’ fees (including fees for services rendered by our law 

firm’s attorneys, waiving any contrary holding in Trope v. Katz

(1995) 11 Cal.4th 274)[1] incurred by our law firm, costs and 

necessary disbursements, in addition to any other relief to which 

it may be entitled.”

Rosen subsequently sued CLG, alleging causes of action for 

professional negligence, breach of contract, and breach of 

1 In Trope v. Katz (1995) 11 Cal.4th 274, 278 (Trope), our 

Supreme Court held that an attorney litigant who proceeds in 

propria persona rather than retaining another attorney may not 

recover reasonable attorneys’ fees under Civil Code section 1717.
3

fiduciary duty. Following a bench trial, the trial court entered 

judgment in favor of CLG.2 The final judgment provided, in part: 

“Final Judgment is entered in favor of the Defendants, [CLG], 

and [Lear] and against Plaintiff [Rosen]. [Rosen] is to recover 

nothing . . . , Defendants are to recover $9,498.19 plus interest. 

The Court shall reserve jurisdiction to award attorneys’ fees, if 

recoverable, and court costs, and to effectuate this judgment. 

Defendant[s] [are] entitled to $6,188.59 [in] cost[s]. Judgment is 

entered on the cross-complaint on behalf of [CLG] and [Lear] and 

against Plaintiff [Rosen].” 

CLG moved for $216,610 in attorneys’ fees incurred in 

defending CLG against Rosen’s claims pursuant to Civil Code 

section 1717. CLG supported its motion with a declaration from 

its attorney, Karen Larson,

3 and billing records. Ms. Larson 

declared “[t]he number of hours [she] incurred defending Mr. 

Lear and the firm is 471 hours.”

After the trial court issued a tentative ruling denying 

CLG’s motion, CLG filed a request for clarification, asking the 

court to “articulate whether the Trope waiver applies to fees 

incurred on the basis that 1. Defendants prevailed against 

Plaintiffs’ lawsuit on three causes of action; and 2[.] Defendants 

prevailed on their cross-complaint for breach of contract.”

2 We affirmed the judgment in an unpublished opinion. (See 

Rosen v. Century Law Group (March 18, 2022, B306323) [nonpub. 

opn.].)

3 In her declaration in support of CLG’s motion for attorneys’ 

fees, Ms. Larson declares she is “associated with CLG as an 

independent contractor.” In its opening brief on appeal, CLG 

states Ms. Larson is “of counsel with CLG.”
4

Following a hearing,

4 the trial court denied CLG’s motion for 

attorneys’ fees in a written order, concluding “the gravamen of 

the case was the underlying legal malpractice claim, thus 

Defendants are not entitled to attorney’s fees.” It further held: 

“Even if the lawsuit was on the contract, Defendants are not 

entitled to legal fees as they are self-represented litigants.”

CLG filed a motion for reconsideration, again seeking 

clarification regarding whether the Trope waiver was enforceable. 

The record on appeal does not appear to contain opposition or 

reply papers, nor does it contain a ruling on the motion for 

reconsideration. 

CLG timely appealed from the order denying its motion for 

attorneys’ fees.

DISCUSSION

A. Applicable Law and Standard of Review

Civil Code section 1717, subdivision (a) provides: “In any 

action on a contract, where the contract specifically provides that 

attorney’s fees and costs, which are incurred to enforce that 

contract, shall be awarded either to one of the parties or to the 

prevailing party, then the party who is determined to be the 

party prevailing on the contract . . . shall be entitled to 

reasonable attorney’s fees in addition to other costs.”

“Generally, an order granting or denying an award of 

attorney fees is reviewed under the abuse of discretion standard 

of review. [Citation.] However, the determination of whether the 

criteria for an award of attorney fees and costs have been met is a 

question of law for our de novo review. [Citations.] As for any 

4 The hearing apparently was unreported.
5

disputed factual issues, the trial court’s findings are reviewed 

under the substantial evidence rule and must be affirmed if 

supported by substantial evidence. [Citation.]” (Soni v. Wellmike 

Enterprise Co. Ltd. (2014) 224 Cal.App.4th 1477, 1481.)

B. The Trial Court Did Not Err by Denying CLG’s 

Motion for Attorneys’ Fees

CLG contends it is entitled to fees as a prevailing party in 

the underlying action based on the attorneys’ fee provision in the 

retainer agreement. Rosen counters that fees are not authorized 

in a legal malpractice action, citing Loube v. Loube (1998) 64 

Cal.App.4th 421 (Loube). We agree with Rosen.

In Loube, supra, 64 Cal.App.4th 421, plaintiffs sued their 

former attorneys for professional negligence, constructive fraud, 

breach of fiduciary duty and breach of contract. (Id. at p. 425.)

After the court entered judgment in favor of the defendant 

attorneys, they moved for attorneys’ fees based on a fee provision 

in their retainer agreement. (Ibid.) “The retainer agreement 

between [plaintiffs] and [defendant attorneys] contained a 

narrowly drawn attorney fee provision, more or less adopting the 

language of Civil Code section 1717: ‘[I]f legal action or 

arbitration is necessary to enforce the terms of this Agreement, 

the prevailing party shall recover reasonable attorneys’ fees.’” (Id. 

at p. 429.) The Loube court concluded that, although professional 

negligence constitutes “both a tort and a breach of contract,” 

plaintiffs did not “bring a suit ‘on the contract.’” (Ibid.) The court 

reasoned: “Here, although the parties had a contractual 

relationship, and [plaintiffs’] claim for legal negligence arose from 

the relationship between them, which relationship was founded 

on a contract, the cause of action sounded in tort and was no 

more ‘on the contract’ than a claim for breach of fiduciary duty or 
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for fraud involving a contract. It follows that Civil Code section 

1717 provides no basis for an award of attorney fees.” (Id. at p. 

430)

CLG’s attempt to distinguish Loube is unavailing. First, 

CLG claims (without any explanation) that the fee provision in 

the retainer agreement between CLG and Rosen is “broader” 

than that in Loube. The attorneys’ fee provision in Loube, 

however, is nearly identical to the one here, as the trial court 

noted; both are narrowly drawn and largely adopt the language of 

Civil Code section 1717. Second, we reject CLG’s argument that

the action was “on the contract” because the operative complaint 

included a claim for breach of contract whereas in Loube, 

plaintiffs tried only the professional negligence claim.5 Rosen’s

breach of contract claim was entirely premised on the malpractice 

claim. Specifically, the complaint alleged CLG breached the 

contract by “failing to provide [Rosen] with competent legal 

services.” We therefore agree with the trial court that the 

gravamen of the action was for legal malpractice, and therefore 

the action was not “on a contract” containing an attorneys’ fee 

provision. (See, e.g., Hyduke’s Valley Motors v. Lobel Financial 

Corp. (2010) 189 Cal.App.4th 430, 436 [“mere fact [ ] complaint 

pleaded a breach of contract cause of action is not dispositive” of 

whether the action was “on a contract” for purposes of Civil Code 

section 1717].)

5 We note the published portion of the opinion in Loube does 

not, in fact, discuss why the other causes of action brought by the 

plaintiffs, including a cause of action for breach of contract, were 

omitted in the discussion of attorneys’ fees. The professional 

negligence claim may have been the only claim tried, as CLG 

contends, but it is unclear from the published portion of the 

opinion.
7

Moreover, CLG argues even if Rosen’s complaint was not 

an action “on a contract,” it is nevertheless entitled to attorneys’ 

fees as a prevailing party on its cross-complaint for breach of 

contract. CLG failed, however, to provide the trial court with 

evidence from which it could apportion fees for time spent on 

prosecuting the cross-complaint. To the contrary, Ms. Larson 

does not claim to have expended any hours prosecuting the crosscomplaint. As discussed above, Ms. Larson declares all hours 

expended on the matter were spent “defending” CLG.6

Accordingly, we conclude Rosen’s complaint against CLG 

was not “on a contract” for purposes of Civil Code 1717, and CLG 

failed to submit evidence of any fees incurred in prosecuting its 

cross-complaint for breach of contract. CLG therefore has not 

demonstrated an entitlement to an award of fees. Because these 

conclusions are dispositive, we need not address the remaining 

issues CLG raises (i.e., whether the Trope waiver in the retainer 

agreement is enforceable, or alternatively, whether the facts of 

Trope, supra, 11 Cal.4th 274, are distinguishable).

6 It does not appear Ms. Larson drafted the cross-complaint. 

According to the “Case Summary,” CLG filed the cross-complaint 

on October 25, 2017 (the cross-complaint is not in the record on 

appeal). According to Ms. Larson’s billing records, she did not 

begin work on the case until 2019.
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DISPOSITION

The order is affirmed. Rosen is awarded his costs on appeal.

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

CURREY, J. 

We concur: 

MANELLA, P.J. 

COLLINS, J.