Juknavorian

The question on appeal is whether a law firm can recover attorney fees under a “prevailing party” clause when the firm is a successful litigant represented by “of counsel.” Our analysis is based on two well-settled principles. First, when a law firm is the prevailing party in a lawsuit and is represented by one of its partners, members, or associates, it cannot recover attorney fees even though the litigation is based on a contract with a prevailing party clause. (See Carpenter & Zuckerman, LLP v. Cohen (2011) 195 Cal.App.4th 373, 375, 385 [ 124 Cal.Rptr.3d 598 ] (Carpenter); see also Trope v. Katz (1995) 11 Cal.4th 274, 277, 292 [ 45 Cal.Rptr.2d 241 , 902 P.2d 259 ] (Trope).)

Second, the relationship between a law firm and “of counsel” is “ ‘close, personal, continuous, and regular.’ ” (People ex rel. Dept, of Corporations v. SpeeDee Oil Change Systems, Inc. (1999) 20 Cal.4th 1135, 1153 [ 86 Cal.Rptr.2d 816 , 980 P.2d 371 ] (SpeeDee Oil), italics omitted.) “ ‘[T]o the extent the relationship between [an attorney] or law firm and another *1273 [attorney] or law firm is sufficiently “close, personal, regular and continuous,” such that one is held out to the public as “of…