Brown

The City of Morgan Hill (the City) filed a complaint in inter-pleader asking that Brown, Pistone, Hurley, & Van Vlear (the Firm) and Attorney Margaret A. Seltzer, a former shareholder in the Firm, litigate between themselves their entitlement to legal fees (Fees) owed by the City. (Code Civ. Proc., § 386.) The City deposited the Fees in court and the trial court discharged it from the litigation. The Firm then moved for summary judgment. It argued that the Firm was entitled to the Fees pursuant to the contingent fee agreement between the Firm and City and that any compensation due Seltzer was governed by agreements between the Firm and Seltzer. The trial court granted the summary judgment motion and entered judgment for the Firm. For reasons we explain, we will affirm.

Facts and Procedural Background

The Firm was incorporated in 1990 and had an office in Irvine, California. In 1991, the City retained the Firm to represent it in two cases. In 1992, Seltzer joined the Firm as a shareholder. A San Francisco office was established and staffed by Seltzer. Seltzer was responsible for the City’s cases.

In 1994, the City entered into an amended attorney-client fee agreement…