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Filed 12/14/20 Torru v. Price CA1/3

NOT TO BE PUBLISHED IN OFFICIAL REPORTS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(b). This opinion has not been certified for publication or 

ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

FIRST APPELLATE DISTRICT

DIVISION THREE

JOSCELYN JONES TORRU,

Plaintiff and Appellant,

v.

PAMELA Y. PRICE,

Defendant and Respondent.

 A158400

 (Contra Costa County

 Super. Ct. No. N19-1034)

Plaintiff Joscelyn Jones Torru filed a petition to confirm an attorneyclient fee award rendered pursuant to nonbinding arbitration under the 

Mandatory Fee Arbitration Act (MFAA) (Bus. & Prof. Code, § 6200 et seq.).1 

The trial court denied the petition, finding defendant Pamela Y. Price had 

timely rejected the award by filing a complaint after sending a letter stating 

her intent to reject the award. Jones Torru appeals. We will affirm.

FACTUAL AND PROCEDURAL BACKGROUND

A. Attorney-client Relationship

In October 2016, Price and Jones Torru executed an attorney-client 

retainer agreement. The agreement stated that Jones Torru would provide 

legal advice and representation to Price in a guardianship case filed in 

1 Unless otherwise indicated, all further section references will be to 

the Business and Professions Code.
2

Alameda County. It also provided that any controversy between Price and 

Jones Torru “concerning fees or costs, or legal services rendered, that is, as to 

whether any services were unnecessary, unauthorized, [or] improperly or 

negligently rendered, shall be submitted to binding Arbitration and not by 

lawsuit or resort to Court process except as State law provides for judicial 

review of arbitration proceedings. Such Arbitration shall be pursuant to the 

Rules of the American Arbitration Association.”

The attorney-client relationship between Jones Torru and Price 

subsequently deteriorated, and the court granted Jones Torru’s motion to be 

relieved as counsel in the guardianship case.

B. Nonbinding Arbitration Under the MFAA

As the attorney-client relationship deteriorated, a fee dispute arose 

between the parties. Price then requested nonbinding arbitration of the 

dispute under the MFAA. As explained in more detail below, the MFAA is a 

distinct statutory scheme for the arbitration of attorney-client fee disputes 

and allows a client to request nonbinding arbitration under its provisions, 

despite a contractual agreement between the parties for binding arbitration. 

(§ 6201, subd. (a); Schatz v. Allen Matkins Leck Gamble & Mallory LLP 

(2009) 45 Cal.4th 557, 565–566 (Schatz).) If nonbinding arbitration under 

the MFAA is commenced by the client, it is mandatory for the attorney. 

(§ 6200, subd. (c).)

The nonbinding arbitration under the MFAA was conducted on 

March 19, 2019. On March 28, 2019, the arbitrator issued his findings and 

award. The arbitrator described Price’s claims as “numerous,” including 

“fraud and deceit in the contract’s formation, inflated and unreasonable 

billings, improper post-termination billings, illegal fees charged, and breach 

of fiduciary duty to charge only fair, reasonable, and conscionable fees.” In 
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the arbitration, Price had demanded “that all fees charged by [Jones Torru] 

be denied and that [Jones Torru] return all funds paid by [Price] and that any 

and all outstanding charges be denied.” The arbitrator found that 

Jones Torru had charged Price $33,171.70, factoring in discounts already 

applied on Jones Torru’s billing. Price had previously paid Jones Torru 

$6,250, leaving an outstanding balance of $26,921.70. The arbitrator found 

that Jones Torru’s billing should be further reduced by $875 but that the 

remaining fees were otherwise proper. The arbitrator awarded $26,046.70, 

plus interest, to Jones Torru.

C. Price’s April 4, 2019 Letter

On April 4, 2019, Price sent a letter to Jones Torru’s attorney with a 

“CONFIDENTIAL SETTLEMENT OFFER” heading. The letter indicated 

that Price had received and reviewed the arbitrator’s award. It also stated: 

“I am writing to confirm that my intent [sic] to reject his decision pursuant to 

Business & Professions Code Section 6204. Prior to initiating the required 

litigation, however, I wanted to give your client another opportunity to 

resolve the matter by making an offer to resolve all claims between the 

parties by payment of $5000 to her.” The letter concluded that the offer 

would “remain open for a period of fourteen (14) days” and if “not accepted on 

or before April 18, 2019, it will be deemed rejected.”

D. Price’s Complaint

On April 25, 2019, Price filed a complaint in Contra Costa County. The 

complaint alleged six causes of action: (1) breach of the implied covenant of 

good faith; (2) breach of fiduciary duty; (3) breach of contract; (4) fraud; 

(5) money had and received; and (6) declaratory and injunctive relief. It 

alleged that Jones Torru had charged Price $33,171.70: $350 for initial 

consultation; $5,250 for retainer; $1,000 for costs; $7,349.13 on the first 
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invoice; $15,554.39 on the second invoice; and $3,668.18 on the third, final 

invoice. It also alleged that Price had paid Jones Torru $6,250. The 

complaint alleged that Jones Torru “has demanded that Price pay all three of 

her invoices” but “Price has refused to pay an [sic] additional amounts to 

Defendant JT. Price seeks a judicial determination of the reasonableness of 

Defendant JT’s billing and conduct toward Price.” The prayer for relief 

included compensatory and special damages, prejudgment interest, injunctive 

relief to enjoin “any action to seek to collect any amounts allegedly owed to 

[Jones Torru] from Price,” and declaratory relief that Jones Torru “is not 

entitled to recover or receive any additional funds from Price for attorneys’ 

fees or costs under the Retainer Agreement . . . .”

On April 30, 2019, Price attempted to file a Rejection of Award and 

Request for Trial After Attorney-client Fee Arbitration using Judicial Council 

form ADR-104. The deputy clerk issued a correspondence memo that the 

clerk could not “FILE/ISSUE” the form because it contained contradictory 

information about whether there was a pending court case concerning the 

dispute. Price successfully filed another ADR-104 form on May 1, 2019.

On May 7, 2019, Price filed a first amended complaint. The first 

amended complaint contained the same six causes of action and prayer for 

relief, but newly alleged: “On April 4, 2019, Price notified Defendant JT’s 

counsel in writing that she intended to reject the arbitrator’s Findings and 

Award pursuant to Business & Professions Code Section 6204. Price seeks a 

trial de novo and judicial determination of the reasonableness of 

Defendant JT’s billing and conduct toward Price.”

E. Jones Torru’s Petition to Confirm Arbitration Award

On June 12, 2019, Jones Torru initiated a new action in Contra Costa 

County by a petition to confirm the March 28, 2019 arbitration award. The 
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petition requested that the court enter a judgment against Price in the sum 

of $26,046.70 with interest. Jones Torru argued that the award was binding 

under the MFAA because Price had failed to timely reject the award and 

selected the wrong forum for rejection of the award.

On August 29, 2019, the trial court denied the petition. The trial court 

found that Price’s April 25, 2019 complaint was sufficient to constitute a 

rejection of the arbitration award. The trial court also considered Price’s 

April 4, 2019 letter, overruling Jones Torru’s objection that the letter was 

inadmissible under Evidence Code section 1152. The trial court explained 

that “[a]ll these facts taken together, convince the Court that [Price’s] action 

met the requirements of section 6204(c).” It concluded: “Therefore, the Court 

finds that Price’s rejection of the arbitration award was timely.”

The trial court also rejected Jones Torru’s argument that the retainer 

agreement required Price to initiate binding arbitration if she wanted to 

reject the arbitrator’s award. It explained that a party may file a lawsuit 

even if there is a potentially applicable arbitration case, although the court 

“may still order the parties to arbitration after a lawsuit has been filed.” The 

trial court concluded that “Price may believe that the arbitration clause is 

unenforceable or not covered by this dispute and thus, she is not required to 

initiate an arbitration proceeding.”

This appeal followed.

DISCUSSION

Jones Torru makes two primary arguments on appeal.2 She argues 

that the trial court abused its discretion in overruling her objection under 

2 We need not address Jones Torru’s third argument that failure to 

timely reject an arbitration award under the MFAA cannot be excused by 

Code of Civil Procedure section 473, as Price confirms that she does not make 

any contrary argument.
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Evidence Code section 1152 and finding the April 4, 2009 letter admissible. 

She also argues that the trial court erred in finding that Price had timely 

rejected the arbitration award as required by the MFAA. We address each 

argument in turn.

I. ADMISSIBILITY OF APRIL 4, 2009 LETTER

Jones Torru challenges the trial court’s ruling regarding the

admissibility of the April 4, 2019 letter. Price submitted the letter as an

exhibit to her declaration in opposition to Jones Torru’s petition. Jones Torru

objected to the exhibit, arguing that it was “evidence of a settlement offer and

negotiations” and thus inadmissible under Evidence Code section 1152. The

trial court overruled the objection, finding the letter admissible “to show that

Price notified Torru of her rejection of the arbitrator’s award on April 4,

2019.”

We review the trial court’s ruling on admissibility of evidence under

Evidence Code section 1152 for abuse of discretion. (Caira v. Offner (2005)

126 Cal.App.4th 12, 32 (Caira).) Evidence Code section 1152, subdivision (a)

provides, in relevant part: “Evidence that a person has, in compromise . . . ,

furnished or offered or promised to furnish money or any other thing, act, or

service to another who has sustained . . . loss or damage, as well as any

conduct or statements made in negotiation thereof, is inadmissible to prove

his or her liability for the loss or damage or any part of it.”

While we agree that Price was negotiating a compromise of the fee

dispute in her April 4, 2019 letter, we also agree with the trial court that the

letter does not fall within the purview of Evidence Code section 1152. The

statements in the letter were not admitted to demonstrate liability of either

Price or Jones Torru but to establish that Jones Torru had received notice

that Price was rejecting the arbitration award.
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Jones Torru’s argument that the facts here should be analogized to the

facts of Caira is not persuasive. In Caira, the appellate court concluded there

was no abuse of discretion in excluding an email sent during settlement

negotiations where one party “sought admission of the e-mail to prove a claim

that was specifically discussed in the e-mail.” (Caira, supra, 126 Cal.App.4th

at p. 36.) Unlike Caira, Price did not offer her April 4, 2019 letter to prove

any of her claims against Jones Torru, but instead to show that Price

provided notice of her intent to reject the award. Accordingly, we conclude

that the trial court did not abuse its discretion in finding the April 4, 2019

letter admissible.

II. TIMELY REJECTION OF ARBITRATION AWARD

Jones Torru also argues that the trial court erred in finding that Price 

had timely rejected the arbitration award. Even considering the April 25, 

2019 complaint with the April 4, 2019 letter, Jones Torru contends that Price 

failed to meet the requirements of the MFAA. In ascertaining whether the 

trial court’s finding was in error, we begin with a brief overview of the MFAA.

A. Overview of the MFAA

The MFAA is a statutory scheme that provides for the arbitration of 

attorney-client disputes over legal fees, costs, or both. (Schatz, supra, 45 

Cal.4th at pp. 564–565.) Enacted in 1978, the MFAA was established “to 

protect clients as consumers of legal services in general.” (Alternative 

Systems, Inc. v. Carey (1998) 67 Cal.App.4th 1034, 1044; see Schatz, at pp.

564–565 [explaining that the MFAA recognizes “ ‘the “disparity in bargaining 

power in attorney fee matters which favors the attorney in dealings with 

infrequent consumers of legal services” ’ ”].)

The MFAA has its own rules and limitations, distinct from those that 

govern private arbitration under the California Arbitration Act. (Schatz, 
8

supra, 45 Cal.4th at p. 565.) Arbitration under the MFAA is “ ‘based on a 

statutory directive and not the parties’ agreement.’ ” (Ibid.) Accordingly, a 

client may request nonbinding arbitration under the MFAA despite having a 

contractual agreement with his or her lawyer for binding arbitration. 

(§ 6201, subd. (a); Schatz, at pp. 565–566.) If a client commences nonbinding 

arbitration under the MFAA, it is mandatory for the attorney. (§ 6200, 

subd. (c).)

An award rendered pursuant to an arbitration under the MFAA is not 

binding, absent a written agreement by the parties to make it binding. 

(§ 6204, subd. (a).) But “[e]ven if the parties to the arbitration have not 

agreed in writing to be bound, the arbitration award shall become binding 

upon the passage of 30 days after service of notice of the award, unless a 

party has, within the 30 days, sought a trial after arbitration pursuant to 

Section 6204.” (§ 6203, subd. (b).)

The specific procedure for seeking a trial after arbitration depends on 

whether there is a court action concerning the fee dispute that is already 

pending. (§ 6204, subd. (b) (section 6204(b).) If there is a pending action, the 

party must file “a rejection of arbitration award and request for trial after 

arbitration in that action within 30 days after service of notice of the award.” 

(Ibid.) If no action is pending, the party must commence “an action in the 

court having jurisdiction over the amount of money in controversy within 30 

days after service of notice of the award.” (Id., subd. (c) (section 6204(c).) The 

trial after arbitration is then “conducted de novo, essentially as if no 

arbitration had occurred.” (Maynard v. Brandon (2005) 36 Cal.4th 364, 373.)

B. Standard of Review

The parties dispute the appropriate standard of review on this issue: 

Jones Torru argues that the de novo standard applies, while Price argues 
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that the trial court’s ruling should be reviewed for abuse of discretion. We 

find Giorgianni v. Crowley (2011) 197 Cal.App.4th 1462 (Giorgianni) on point 

here. In Giorgianni, the defendant attorney filed a small claims action after 

an arbitration award was rendered to his former client. (Id. at p. 1469.) The 

appellate court explained that it “must decide here whether Crowley’s filing 

of the small claims action constituted an effective rejection of the Award 

under the MFAA. Since that decision is based upon an interpretation of the 

relevant MFAA statutes and an application of that interpretation to the 

undisputed facts presented here, these questions of law are subject to 

independent review.” (Id. at pp. 1471–1472; see Loeb v. Record (2008) 162 

Cal.App.4th 431, 441 [“Issues of statutory interpretation and the application 

of that interpretation to a set of undisputed facts are questions of law subject 

to independent review by this court”].)3

So too in this appeal, we must decide whether Price satisfied the 

provisions of the MFAA that required her to seek and commence a trial after 

arbitration. That decision is based on statutory interpretation and 

application of that interpretation to undisputed facts: namely, Price’s 

April 4, 2019 letter and April 25, 2019 complaint. Accordingly, we review the 

trial court’s ruling de novo.

3 We note that the issue in Giorgianni was whether the small claims 

court satisfied the definition of “the court having jurisdiction over the amount 

of money in controversy” in section 6204(c). (Giorgianni, supra, Cal.App.4th 

at p. 1473.) As discussed post, the issue presented here is whether Price’s 

April 25, 2019 complaint satisfied the definition of “commencement of an 

action” in section 6204(c) and sufficiently informed Jones Torru that Price 

was rejecting the arbitration award. (Shiver, McGrane & Martin v. Littell

(1990) 217 Cal.App.3d 1041, 1045 (Shiver).)
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C. Analysis

As this is a matter of statutory interpretation subject to our de novo 

review, we begin with the terms of the relevant MFAA provisions, affording 

the words their “ ‘usual and ordinary meaning’ ” and viewing them in their 

statutory context “in order to effectuate the law’s purpose.” (Imperial 

Merchant Services, Inc. v. Hunt (2009) 47 Cal.4th 381, 387.) Section 6203, 

subdivision (b) provides that an arbitration award shall become binding 

unless a party seeks a “trial after arbitration pursuant to Section 6204” 

within 30 days. Accordingly, we look to the procedures described in section 

6204 to determine whether Price met this requirement to seek a trial after 

arbitration.

As described above, subdivisions (b) and (c) of section 6204 set forth the 

specific procedure for seeking a trial after arbitration, depending on whether 

there is a court action already pending. The parties agree that the procedure 

applicable here is section 6204(c), as there was no court action pending when 

Price filed her April 25, 2019 complaint. Section 6204(c) states, in 

straightforward terms, that “the trial after arbitration shall be initiated by 

the commencement of an action in the court having jurisdiction over the 

amount of money in controversy within 30 days after service of notice of the 

award.” Based on the plain language of the statute, we conclude that Price’s 

filing of her April 25, 2019 complaint constituted the commencement of an 

action 28 days after the March 28, 2019 arbitration award, and thus satisfied 

the requirement of section 6204(c).

Jones Torru makes three arguments to the contrary. First, she argues 

that the April 25, 2019 complaint is insufficient because it does not mention 

the arbitration or specifically allege that Price was rejecting the award. 

Second, she challenges Price’s first attempt and subsequent filing of the 
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ADR-104 form, arguing that they were untimely and show that Price knew 

the April 25, 2019 complaint was insufficient. Third, she argues that Price’s 

dispute was filed in the wrong forum, as the retainer agreement required 

Price to submit her dispute to binding arbitration instead of filing the 

April 25, 2019 complaint in court. As detailed below, we do not find the 

arguments persuasive.

1. Sufficiency of April 25, 2019 Complaint

Jones Torru argues that the April 25, 2019 complaint is insufficient 

because it does not specifically allege that the arbitration occurred or that 

Price was rejecting the award, instead making “general allegations” and 

asserting claims that were not made in the arbitration. Jones Torru relies on 

Shiver to support her position.

We agree with the trial court that Shiver is distinguishable from the 

facts here. In Shiver, a law firm demanded payment of outstanding fees after 

its relationship ended with clients Robert and Joyce Littell. (Shiver, supra, 

217 Cal.App.3d at pp. 1043–1044.) The Littells exercised their right to 

nonbinding arbitration under the MFAA, and the arbitrator subsequently 

awarded fees to the firm. (Id. at p. 1044.) A month later, Mr. Littell filed a 

“ ‘Complaint for damages for Legal Malpractice’ ” against only one of the 

attorneys at the law firm, alleging that the attorney’s negligent performance 

of legal services had damaged him in an unspecified sum. (Ibid.) Shiver

concluded that Mr. Littell’s malpractice complaint did not satisfy the 

requirements of section 6204(c) for three reasons. (Id. at p. 1045.) First, the 

arbitration was between the law firm and both Littells, whereas the 

malpractice action was instituted by Mr. Littell alone against one of the 

attorneys in the firm as an individual. (Ibid.) Second, the arbitration was 

“not mentioned in the complaint and there is no indication that the fees 
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challenged in the malpractice action are the same fees awarded to respondent 

by the arbitrator.” (Ibid.) Third, “the filing of the malpractice action would 

not necessarily inform respondent that appellants intended to challenge the 

award.” (Ibid.)

These three reasons do not apply with equal force to the facts here. 

First, unlike Shiver, Price’s April 25, 2019 complaint involved the same two 

parties as the arbitration: Price and Jones Torru. Second, while the 

complaint did not specifically allege that the arbitration had occurred, it 

explicitly challenged the same fees that were awarded to Jones Torru in 

arbitration. It alleged that Jones Torru had charged Price $33,171.70 and 

that Price had paid Jones Torru $6,250, thus reflecting the same outstanding 

balance of $26,921.70.

Third, the April 25, 2019 complaint informed Jones Torru that Price 

was intending to challenge the arbitration award. The complaint specifically 

requested declaratory relief that Jones Torru “is not entitled to recover or 

receive any additional funds from Price for attorneys’ fees or costs under the 

Retainer Agreement . . . .” Such a request was equivalent to the rejection of 

the arbitration award. Moreover, the causes of action were consistent with 

the other claims Price made in the arbitration, including “fraud and deceit in 

the contract’s formation” and “breach of fiduciary duty.”

Finally, while the April 4, 2019 letter alone did not satisfy the 

requirements of section 6204(c), we agree with the trial court that it further 

demonstrates that Jones Torru had notice that Price was rejecting the award. 

In the letter, Price stated her intent to reject the award and made a 

settlement offer open for 14 days “[p]rior to initiating the required 

litigation . . . .” Price filed her complaint 21 days later. On this record, we 
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conclude that Price satisfied the requirement of section 6204(c) to initiate a 

trial after arbitration.4

2. Rejection of Award

Jones Torru argues next that Price did not file a timely rejection of the 

award because both her first attempt and her subsequent filing of the ADR104 form were made after the 30-day deadline and show that Price knew her 

April 25, 2019 complaint was insufficient. We disagree.

As a preliminary matter, the ADR-104 form itself indicates it is a 

“Form Approved for Optional Use.” Moreover, section 6204(c) does not 

require a party to file a specific rejection, using this form or otherwise. In 

contrast, section 6204(b) requires the “filing [of] a rejection of arbitration 

award and request for trial after arbitration in that action” to initiate a trial 

after arbitration if there is a court action already pending. But section 

6204(b) is inapplicable because, as explained above, there was no pending 

action when Price filed her April 25, 2019 complaint. The fact that Price 

attempted to file (and then later filed) the ADR-104 form, even though she 

was not required to do so and the 30-day deadline had passed, does not 

negate our conclusion that Price had already satisfied the requirement of 

section 6204(c).

3. Forum

Finally, Jones Torru argues that Price did not satisfy section 6204(c) 

because she filed her April 25, 2019 complaint in the wrong forum. 

Jones Torru does not challenge Price’s election to pursue nonbinding 

arbitration under the MFAA. Nor does she contend that the April 25, 2019 

4 Given this conclusion, we need not address Price’s alternative 

argument that her first amended complaint relates back to the filing of her 

original complaint and thus satisfies section 6204(c).
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complaint should have been filed in some other court. Instead, she relies on 

Schatz to argue that instead of initiating a court action by her April 25, 2019 

complaint, Price should have submitted her dispute to binding arbitration as 

required by the arbitration provision in the retainer agreement.

We again agree with the trial court that Price was not required to 

initiate an arbitration proceeding pursuant to the retainer agreement. As 

explained in Sargon Enterprises, Inc. v. Browne George Ross LLP (2017) 15 

Cal.App.5th 749, 769, a party to an arbitration agreement may file a lawsuit 

in court and then argue that the agreement is not binding, unenforceable, or 

inapplicable to the dispute. The opposing party may respond by filing a 

petition to compel arbitration of the dispute. (Id. at p. 767.) Schatz is 

consistent with this framework, concluding that the right to a trial under 

section 6204 “would appear to be subject to a demurrer or summary judgment 

motion designed to compel contractual arbitration.” (Schatz, supra, 45 

Cal.4th at p. 573.) Here, Jones Torru could have asserted her contractual 

right to arbitrate by petitioning to compel arbitration after Price filed her 

April 25, 2019 complaint. Regardless of how Jones Torru responded to the 

complaint, Price satisfied the requirement of section 6204(c) by filing her 

April 25, 2019 complaint “in the court having jurisdiction over the amount of 

money in controversy within 30 days after service of notice of the award.”

In sum, we conclude that the trial court did not err in denying 

Jones Torru’s petition to confirm the arbitration award. Accordingly, we also 

reject Jones Torru’s request for fees and costs incurred on appeal.

DISPOSITION

The judgment is affirmed. Price is entitled to her costs on appeal. (Cal. 

Rules of Court, rule 8.278(a)(1), (2).)
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_________________________

Jackson, J.

WE CONCUR:

_________________________

Fujisaki, Acting P. J.

_________________________

Petrou, J.

A158400/Jones Torru v. Price