Tesser Ruttenberg etc. v. Forever Entertainment CA2/2

BACKGROUND

The parties Forever is a California limited liability company and a former client of the law firm of Tesser & Ruttenberg (T&R). Partners is a wholly owned subsidiary of Forever that was formed in July 2010. Hertz and Ryan are managing members of Forever and Partners. Plaintiff is the assignee of claims for unpaid legal fees assigned by T&R against Forever, Hertz, Ryan, and Partners. March 2009 agreement On March 9, 2009, T&R, Forever, Hertz, and Ryan entered into an “Agreement for Continued Representation,” in which Forever agreed to pay more than $163,345 in outstanding fees owed to T&R in exchange for T&R’s continued legal representation. Hertz and Ryan also agreed to pay a portion of Forever’s outstanding fees from monies received by either of them in any transfer or assignment of their membership interests in Forever. The March 2009 agreement contains no arbitration provision. May 2009 agreement On May 26, 2009, Forever, Hertz, and Ryan entered into a second agreement with T&R. The May 2009 agreement identifies Forever as the “Client” and T&R as the “Firm.” The agreement was signed by Ryan and Hertz as individuals and as managing members of Forever and by attorney…