Filed 2/24/22

CERTIFIED FOR PUBLICATION

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION TWO

BROADCAST MUSIC, INC.,

Plaintiff,

v.

STRUCTURED ASSET SALES, LLC,

Defendant and Appellant;

CURRENCY CORPORATION,

 Defendant and Respondent;

_________________________________

BROADCAST MUSIC, INC.,

Plaintiff,

v.

CURRENCY CORPORATION,

 Defendant and Appellant;

STRUCTURED ASSET SALES, LLC,

Defendant and Respondent.

 B304809

 (Los Angeles County

 Super. Ct. No. BC379432)

 B306245
2

APPEALS from orders of the Superior Court of Los Angeles 

County. William F. Fahey, Judge. Affirmed.

Law Offices of F. Jay Rahimi, F. Jay Rahimi; Matthew D. 

Kanin; AlvaradoSmith and William M. Hensley for Defendant 

and Appellant Structured Asset Sales, LLC.

Krane & Smith, Jeremy D. Smith and Daniel L. Reback for 

Defendant and Appellant Currency Corporation.

_________________________

This interpleader action arises out of a lengthy legal battle

between Structured Asset Sales, Inc. (Structured) and Currency 

Corporation (Currency) over royalties and rights related to two 

sets of musical compositions. Years of litigation and multiple

appeals later, the trial court determined that Currency is entitled 

to the royalties as well as the rights to one set of musical 

compositions (Named Songs), that it has a security interest in the 

other set of musical compositions (Remainder Songs), and that 

Structured has no rights. All that remains is litigation over 

attorney fees and sanctions.

Presently, Currency appeals from the denial of its motion to 

recover the attorney fees it incurred litigating consolidated 

appeals resolved in 2019. Structured appeals from the denial of 

its motion for sanctions pursuant to Code of Civil Procedure 
3

section 128.7.1 In that motion, Structured contended that 

Currency’s motion for attorney fees was frivolous because it was 

barred by law of the case.

We find no error and affirm.

In part I of the Discussion, we conclude that the law of the 

case doctrine barred Currency’s motion. In part II of the 

Discussion, we hold that a party is not entitled to sanctions 

pursuant to section 128.7 unless the target of the motion has had

a full 21 days to withdraw the allegedly offending paper, claim, 

defense, contention, allegation, or denial. Thus, a moving party 

cannot file a motion for sanctions until the 22nd day after the 

motion was served. Nor can the moving party file a motion for 

sanctions if the objectionable document has been resolved during 

the 21-day safe harbor period. When calculating the earliest 

possible day that a motion for sanctions can be filed, section 12 

applies such that the day the motion was served is excluded and 

the last day is included. The trial court properly denied the 

motion for sanctions because it had resolved the attorney fees 

motion on the 21st day after service of the motion for sanctions, 

the last day of the safe harbor period.

FACTS2

“First Interpleader Action

“In a limited jurisdiction action, Broadcast Music, Inc. 

(BMI) filed an interpleader complaint against Currency, Music 

Royalty Consulting, Inc. (Music Royalty), [Adeniyi Jacob Paris 

[(Paris)] and Structured alleging: BMI was in the business of 

licensing the public performance rights of copyrighted musical 

compositions. Paris’s works have been licensed by BMI since 

1 All further references are to the Code of Civil Procedure 

unless otherwise indicated.
4

1970. In September 2006, $889.92 in royalties became payable 

due to the performance of Paris’s works. 

“Structured claimed a right to the royalties due to a 

January 10, 2006 assignment (January 10 Assignment). 

Currency, Music Royalty, and Paris, in contrast, averred that 

Currency had a perfected security interest in Paris’s works, 

Currency foreclosed on the Named Songs because Paris defaulted 

on loans from Currency, and Music Royalty purchased the 

Named Songs at a public sale. They further averred that the 

portion of the royalties ‘attributable to [the Named Songs, i.e.,]

those compositions of [Paris] entitled “Lulu,” “Sooner or Later,”

and “I’ve Just Got a Feeling Something” (alternate title 

“Something Good Is Coming My Way”) . . . should be distributed 

by BMI to [Music Royalty],’ and the portion of the royalties as to 

the rest of Paris’s works [, i.e., the Remainder Songs,] should be 

distributed to Currency. 

“The two main parties—Structured and Currency—sought 

to undermine the other’s position with BMI. Structured claimed 

that Currency and Music Royalty did not have a claim to the 

royalties because Currency’s loans to Paris were invalid due to 

violations of the Financial Code, and because the public sale was 

invalid. Currency, on the other hand, asserted that the 

January 10 Assignment was rescinded by Paris or was otherwise 

unenforceable. 

2 In setting forth the facts of this case, we quote from 

Broadcast Music, Inc. v. Structured Asset Sales, LLC (July 30, 

2019, B272418) [nonpub. opn.] (Broadcast Music III), a decision 

in which we decided two of the appeals related to the parties’ 

extensive litigation.
5

“BMI requested a legal determination regarding how it 

should distribute the royalties. The complaint incorporated 

documentation of the public sale to Music Royalty, the transfer of 

title to Music Royalty, and Paris’s assignment to Structured. 

“Paris defaulted. Structured defaulted, too, because it 

determined that $889.92 was not worth the cost of litigation.

While the case was pending, Music Royalty assigned its interest 

in the Named Songs to Currency. Music Royalty was later 

dismissed.

“The judgment (2007 Judgment) awarded the interpleaded 

royalties to Currency.” (Broadcast Music III, B272418, supra, at 

pp. 3–4, fn. omitted.)

“Second Interpleader Action

“In an unlimited jurisdiction action, BMI filed a complaint 

for interpleader and declaratory relief against Currency, Music 

Royalty, Paris and Structured. The complaint alleged that BMI 

was in possession of $771.94 in royalties and indicated, 

essentially, that Structured claimed ownership of all rights to the 

works through the January 10 Assignment and Currency claimed 

it was entitled to all of Paris’s works due to the collateral estoppel 

effect of the first interpleader action. BMI requested a legal 

determination as to who should receive the royalties and a 

declaration of the parties’ rights. 

“Currency moved for summary judgment based on the 

collateral estoppel effect of the 2007 Judgment.[3] The evidence 

3 “This was Currency’s second motion for summary 

judgment. Previously, the trial court granted Currency’s first 

motion for summary judgment and we reversed in Broadcast 

Music, Inc. v. Structured Asset Sales, Inc. (Nov. 25, 2014, 

B248011) [nonpub. opn.]. Currency’s first motion was deficient 
6

established that the Named Songs were the only songs to ever 

generate royalties. In its papers, Currency disavowed any claim 

to the Remainder Songs. Structured filed a cross-motion for 

summary judgment and claimed ownership of all the works based 

on the January 10 Assignment.

“The trial court granted Currency’s motion and denied 

Structured’s motion based on collateral estoppel and Structured’s 

failure to establish a triable issue as to whether it obtained a 

valid assignment. Also, the trial court deemed the motions to be 

‘motions for declaratory relief[,] and in that respect[] a 

declaration [was] made as to the relief sought by [the] parties in 

their cross-motions and in their [a]nswers[.]’ The judgment 

stated Currency was entitled to recover the interpleaded funds. 

It declared that Structured had no rights to any of the songs, 

Currency was the owner of the Named Songs, and Paris was the 

owner of the Remainder Songs subject to Currency’s security 

interest. 

“Structured appealed the judgment.

“On June 13, 2016, Currency filed and served a notice and 

notice of motion for $176,869.09 in attorney fees and costs. It 

sought relief alternatively under Civil Code section 1717 or 

former section 128.5. Structured filed a motion to tax costs. On 

August 23, 2016, the trial court granted Currency’s motion under 

former section 128.5 and denied Structured’s motion. 

“Structured appealed the sanctions order.” (Broadcast 

Music III, B272418, supra, at pp. 4–6, fn. omitted.)

because it focused on ownership of the Named Songs and did not 

resolve, inter alia, issues pertaining to the Remainder Songs or 

the source of the royalties.”
7

Broadcast Music III

In Broadcast Music III, we affirmed the judgment “because 

collateral estoppel establishes that Currency owns the Named 

Songs, and because Structured failed to establish that it has a 

valid assignment of the Remainder Songs.” (Broadcast Music III, 

B272418, supra, at p. 2.) We reversed the sanctions “because 

Currency’s motion violated section 128.7, subdivision (c)(1) by 

failing to comply with the 21-day safe harbor provision, and by

combining a sanctions motion with a motion for attorney fees 

under Civil Code section 1717.” (Broadcast Music III, supra, at 

pp. 2–3.) We concluded that the denial of the motion to tax costs 

was moot. (Id. at p. 3.) 

At the end of Broadcast Music III, we stated: “Currency 

requests an award of attorney fees on appeal based on Civil Code 

section 1717. But an award of such fees on appeal is only 

warranted when they were previously granted at the trial level. 

(Butler-Rupp v. Lourdeaux (2007) 154 Cal.App.4th 918, 923 

[‘Where a [Civil Code] section 1717 fee award is made at the trial 

level, the prevailing party may, at the appropriate time, request 

fees attributable to a subsequent appeal’].) Here, the trial court 

did not award attorney fees based on Civil Code section 1717. [¶] 

Currency requests that we award it attorney fees for ‘the prior 

two appeals.’ We are not aware of any authority permitting [the] 

Court of Appeal to reach back in time and make an award in an 

appeal that is final. [¶] We decline these requests.” (Broadcast 

Music III, B272418, supra, at p. 17.)

The disposition directed the parties to bear their own costs 

on appeal. (Broadcast Music III, B272418, supra, at p. 18.)
8

Currency’s Motion for Attorney Fees

On November 8, 2019, Currency filed a motion pursuant to 

Civil Code section 1717 for $209,385 in attorney fees incurred on

appeal in Broadcast Music III. The hearing date was identified 

as December 11, 2019. 

Safe Harbor Notice of Structured’s Motion for Sanctions

On November 20, 2019, Structured served but did not file a 

section 128.7 motion for $19,145.15 in sanctions in which it 

argued that Currency’s motion for attorney fees incurred on 

appeal was frivolous because it was foreclosed by law of the case 

in Broadcast Music III.

Denial of Currency’s Motion for Attorney Fees

The parties convened for a hearing on Currency’s motion

for attorney fees on December 11, 2019.

Prior to hearing argument, the trial court stated: “This is 

. . . [Currency’s] motion for attorneys’ fees on appeal. . . . And the 

tentative is to deny it. [¶] The Court of Appeal has clearly 

spoken in this case and indicated in two portions . . . of the 

opinion that an award of appellate attorneys’ fees cannot be given 

when it was not granted at the lower court level, and, of course, it 

was not here. [¶] And in addition, the Court of Appeal[] said the 

parties on appeal shall bear their own cost, which in this case 

would include attorneys’ fees.” Later, in response to an argument 

from Currency, the trial court concluded that it was bound by the 

holding in Broadcast Music III that an award of attorney fees 

pursuant to Civil Code section 1717 is “‘only warranted when 

they were previously granted at the trial level[.]’” The trial court 

added: “I think, frankly, by failing to pursue before [the previous 

judge] an award of attorneys’ fees, the ship sailed. You waived 

it.”
9

The trial court denied the motion.

Currency appealed.

The Filing of Structured’s Motion for Sanctions

On December 13, 2019, Structured filed its section 128.7

sanctions motion.

Denial of Sanctions

On January 9, 2020, the trial court called Structured’s 

sanctions motion for a hearing and concluded that Structured 

had failed to give Currency the benefit of the full 21-day safe 

harbor period required by section 128.7 and Li v. Majestic 

Industry Hills LLC (2009) 177 Cal.App.4th 585, 588–596 (Li). 

The sanctions motion was denied.

Structured appealed.

DISCUSSION

I. Currency’s Appeal.

Currency contends: (1) the law of the case doctrine did not 

bar the trial court from awarding attorney fees; and (2) it was 

entitled to contractual attorney fees because it was the prevailing 

party in an action that fell within the scope of the attorney fee 

provision in Paris’s security agreement. We conclude that the 

trial court correctly applied the law of the case doctrine. The 

second issue is moot.

Our review is de novo. (Leider v. Lewis (2017) 2 Cal.5th

1121, 1127 (Leider).)

“‘The law of the case doctrine holds that when an appellate 

opinion states a principle or rule of law necessary to the decision, 

that principle or rule becomes the law of the case and must be 

adhered to through its subsequent progress in the lower court 

and upon subsequent appeal. [Citations.]’” (People v. Cooper

(2007) 149 Cal.App.4th 500, 524.) The doctrine does not apply 
10

unless the point of law involved was necessary to the prior 

decision, the matter was presented to the court and determined 

by it, and application of the doctrine will not result in an unjust 

decision. (Ibid.) The doctrine is applicable to “‘questions not 

expressly decided but implicitly decided because they were 

essential to the decision on the prior appeal.’ [Citation.]” (Leider, 

supra, 2 Cal.5th at p. 1127.)

In Broadcast Music III, we necessarily determined that in 

the context of this case an award of attorney fees incurred in the 

trial court had to precede an award of attorney fees incurred on 

appeal. The issue was presented to us when Currency made a 

one sentence request that we award attorney fees incurred on 

appeal even though there had been no prior finding that an 

applicable contract provided for attorney fees and that Currency 

was the prevailing party on that contract. In essence, we held 

that Currency waived any further claims to attorney fees when it 

sat on its rights by not insisting on a ruling on its original motion 

and by not appealing the trial court’s de facto denial of that 

motion.4 A waiver may occur as a result of an intentional 

relinquishment of a known right or an act which, according to its 

natural import, is so inconsistent with an intent to enforce the 

right as to induce a reasonable belief that such right has been 

relinquished. (Nordstrom Com. Cases (2010) 186 Cal.App.4th

576, 583.) By not pursuing its rights, Currency intentionally 

abandoned its contractual attorney fees theory and decided to put 

all its eggs in one basket, choosing to rely on the sanctions award 

to recoup its expenses.

4 If Currency had obtained a ruling from the trial court or 

appealed the trial court’s failure to rule on its motion for attorney 

fees, there would be no waiver.
11

II. Structured’s Appeal.

According to Structured, the trial court erred when it 

calculated the safe harbor period and applied Li when denying 

the sanctions motion. We disagree.

Our review is de novo because the issue presented is one of 

statutory interpretation. (Klem v. Access Ins. Co. (2017) 17 

Cal.App.5th 595, 619). The goal of statutory interpretation is to 

“ascertain the intent of the Legislature so as to effectuate the 

law’s purpose. [Citation.]” (California Ins. Guarantee Assn. v. 

Workers’ Comp. Appeals Bd. (2012) 203 Cal.App.4th 1328.) If a 

statute is clear and unambiguous, the obvious meaning must

ordinarily be accepted. (Ibid.) 

Section 128.7, subdivision (c)(1) establishes that a notice of 

motion for sanctions “shall be served as provided in Section 1010, 

but shall not be filed with or presented to the court unless, within 

21 days after service of the motion, or any other period as the 

court may prescribe, the challenged paper . . . is not 

withdrawn[.]” “‘Service of the motion on the offending party 

begins a [21]-day safe harbor period.’” (Martorana v. Marlin & 

Saltzman (2009) 175 Cal.App.4th 685, 698, fn. omitted

(Martorana).) The purpose of the safe harbor period is to allow a 

party to withdraw an objectionable document and thereby 

conserve judicial resources as well as save the parties the time 

and expense of litigating sanctions. The statute is remedial, not 

punitive. (Li, supra, 177 Cal.App.4th at pp. 593–594; Martorana, 

supra, at p. 699.) We conclude that the statute is unambiguous. 

A sanctions motion cannot be filed until the 22nd day after 

service of the motion, i.e., after the 21-day safe harbor period

expires.
12

The statute does not provide a formula for calculating the 

safe harbor period. We turn to section 12 for guidance. It 

provides: “The time in which any act provided by law is to be 

done is computed by excluding the first day, and including the 

last, unless the last day is a holiday.” (§ 12.) 

When the date the sanctions motion was served (Nov. 20, 

2019) is excluded from the calculation, the 21st day of the safe 

harbor period was December 11, 2019. The 22nd day following 

service—and the first day that Structured’s motion for sanctions 

could conceivably have been filed under the terms of section 

128.7—was December 12, 2019. It was, of course, not filed until 

December 13, 2019.

Nonetheless, the trial court correctly concluded that 

sanctions motion was improperly filed, and that sanctions would 

have been unauthorized. “If the merits of the objectionable 

document are resolved by the court prior to the expiration of the 

safe harbor period, there is nothing left to correct or withdraw, 

thereby undermining the remedial purpose of the safe harbor 

provision. (Li, supra, 177 Cal.App.4th at p. 594.) The “central 

principle to be distilled from section 128.7’s language and 

remedial purpose, as well as from appellate opinions interpreting 

section 128.7 and [the federal rule it was modeled after], is that 

the safe harbor period is mandatory and the full 21 days must be 

provided absent a court order shortening that time if sanctions 

are to be awarded.” (Li, supra, at p. 595.) Thus, if the 

objectionable document is resolved by the court during the safe 

harbor period, sanctions cannot be awarded. (Id. at pp. 595–596.) 

Here, the objectionable document (the motion for attorney fees) 

was resolved on December 11, 2019, which was the last day of the 

safe harbor period and before that period expired. Consequently,
13

the sanctions motion was improperly filed on December 13, 2019. 

If Structured wanted to preserve its right to obtain sanctions, it 

should have requested an order shortening the safe harbor period 

or sought a continuance of the attorney fees motion to a later 

date. (Id. at p. 594.)

Contrary to which Structured assumes, 21 days is not a 

notice period. It is strictly a safe harbor period. It defines when 

the target of a sanctions motion can act without penalty and 

withdraw an objectional document. The time for filing a 

sanctions motion is dictated by the safe harbor period because, 

per the clear import of the statute, a motion for sanctions must be 

filed outside the safe harbor period. It cannot be filed on day one 

of the safe harbor period, day 21 of the safe harbor period, or any 

day in between. Moreover, a sanctions motion is improperly filed 

where, as here, the objectionable document was resolved during 

the safe harbor period.

DISPOSITION

The orders are affirmed. The parties shall bear their own 

costs on appeal.

CERTIFIED FOR PUBLICATION.

__________________________, J.

ASHMANN-GERST

We concur:

_____________________________, P. J.

LUI

____________________________, J.

CHAVEZ