Jordan Morrison v. Ronald Morrison, et al.

I. Legal Standard re Motion to Compel Further Discovery Responses and Waiver of Objections

Code of Civil Procedure section 2017.010 1 states: “[A]ny party may obtain discovery regarding any matter, not privileged, that is relevant to the subject matter involved in the pending action or to the determination of any motion made in that action, if the matter either is itself admissible in evidence or appears reasonably calculated to lead to the discovery of admissible evidence.” “ ‘For discovery purposes, information is relevant if it ‘might reasonably assist a party in evaluating the case, preparing for trial, or facilitating settlement....’ [Citation.]

Admissibility is not the test and information unless privileged, is discoverable if it might reasonably lead to admissible evidence. [Citation.] These rules are applied liberally in favor of discovery [citation], and (contrary to popular belief), fishing expeditions are permissible in some cases.’ ” (Garamendi v. Golden Eagle Ins. Co. (2004) 116 Cal.App.4th 694, 712, fn. 8.)

“A trial court must be mindful of the Legislature’s preference for discovery over trial by surprise, must construe the facts before it liberally in favor of discovery, may not use its discretion to extend the limits on discovery beyond those authorized by the Legislature, and should prefer partial to outright denials of discovery.” (Williams v. Superior Court (2017) 3 Cal.5th 531, 540 (Williams).)

Section 2031.310 provides that a party may move to compel a further response to a document request if a statement of compliance is incomplete; a representation of inability to comply is inadequate, incomplete, or evasive; or an objection is without merit or too general. (§ 2031.310, subd. (a).) The motion must set forth specific facts showing good cause justifying the discovery and be accompanied by a meet and confer declaration. (§ 2031.310, subd. (b).)

Pursuant to section 2031.300, “If a party to whom a demand for inspection, copying, testing, or sampling is directed fails to serve a timely response to it, the following rules shall apply: (a) The party to whom the demand for inspection, copying, testing, or sampling is directed waives any objection to the demand, including one based on privilege or on the protection for work product under Chapter 4 (commencing with Section 2018.010).

II. Legal Standard re Attorney-Client Privilege and Work Product Objections

In general, the existence of an attorney-client relationship is a question of law but may be determined by the trier of fact if there is conflicting evidence. (De Meo v. Cooley LLP (2025) 115 Cal.App.5th 17, 30.)

With respect to discovery issues, the trial court determines whether a privilege applies to particular evidence when the facts, or reasonable inferences from the facts, supporting or opposing the privilege are in conflict. (Behunin v. Superior Court (2017) 9 Cal.App.5th 833, 842.) The Court will rule on whether Naccasha and C&N’s responses are code compliant and whether further responses should be compelled. The Court will not determine the ultimate issue of whether Plaintiff and the LLC were joint clients.

1 Statutory references are to the Code of Civil Procedure unless otherwise stated.

C&N has asserted privilege and work product objections to categories of documents that include non-privileged documents. For example, RFP 26 requests “All DOCUMENTS that RELATE TO transactions or agreements between PUREINFLUENCER and AUTOACQUIRE from 2019 to present.” Autoacquire is a third party and any agreements or communications between it and the LLC would not be protected by the LLC’s attorney-client relationship with C&N Defendants. The request for “All DOCUMENTS reflecting loans, transfers, or advances of PUREINFLUENCER’s funds to any officer, member, employee, or affiliated entity” (RFP 24) likewise includes transactional documents that are not privileged.

As to requests for which privileged and non-privileged documents are responsive, C&N’s responses include language that the responding party is informed and believes it has no responsive documents. The response is improper. If the LLC gave C&N documents such as agreements with third parties, C&N must conduct a diligent search, produce responsive documents, or, if C&N maintains no copies of client documents in its files, unequivocally state it found no responsive documents in its possession, custody, or control.

As to purportedly privileged documents Evidence Code section 915 precludes a court from conducting an in camera review to make the determination. It is the duty of a party asserting a privilege to present evidence which establishes the existence of a communication that falls within the privilege. (State Farm Fire & Casualty Co. v. Superior Court (1997) 54 Cal.App.4th 625, 640–641.) The objection must include sufficient information to allow the Court and propounding party to evaluate the objection. (Hernandez v. Superior Court (2003) 112 Cal.App.4th 285, 293- 294.)

Once there is prima facie evidence of privilege the burden shifts to the party seeking discovery to show an exception. (Wellpoint Health Networks, Inc. v. Superior Court (1997) 59 Cal.App.4th 110, 123.)

Like the attorney-client privilege, the party claiming attorney work product protection must prove “ ‘the preliminary facts to show that the privilege applies’ ” and thereafter, the burden shifts to the party seeking disclosure to make a showing why disclosure is required. (Citizens for Ceres v. Superior Court (2013) 217 Cal.App.4th 889, 911.)

A confidential disclosure of a privileged communication does not waive the privilege if it is reasonably necessary for the accomplishment of the purpose for which the lawyer was consulted. (Evid. Code § 912, subd. (d).) Communications by even low-level employees may be protected by the privilege if made to corporate lawyers acting to adequately represent their corporate clients. (Johnson v. Department of Transportation (2025) 109 Cal.App.5th 917, 937, as modified on denial of reh’g (Apr. 1, 2025), order vacated (Apr. 4, 2025), as modified on denial of reh’g (Apr. 4, 2025), review denied (June 25, 2025).)

III.

Discussion

A. Waiver Due to Untimely Response

Plaintiff shows that C&N’s RFP responses were untimely and all objections including attorneyclient privilege and attorney work product were waived pursuant to section 2031.300. However, the holder of the attorney-client privilege is the client and cannot be waived by legal counsel without the client’s permission. (Evid. Code §§ 953, 954.) C&N references the Declaration of Ronald Morrison filed on January 26, 2026, in support of the LLC’s motion for protective order as evidence the client has not waived the privilege. The declaration is defective in that the place of signing is blank but substantially complies with section 2015.5. (Kulshrestha v. First Union Com. Corp. (2004) 33 Cal. 4th 601, 611.) Ronald Morrison declares that the LLC has not waived the attorney-client privilege.

The Court finds that C&N’s attorney work product objection has been waived by the untimely response, but the attorney-client privilege has not. The objections based on attorney work product are improper.

B. Attorney-Client Privilege

Plaintiff argues that he was C&N Defendants’ client and therefore the attorney-client privilege does not apply to any of the requested documents. Plaintiff relies on an engagement agreement and waiver of conflict of interest agreement he signed as well as evidence of the course of conduct between he and C&N Defendants as showing an attorney-client relationship.

The Engagement Agreement signed on September 29, 2021, defines the client as “Ronald Morrison, Rana Morrison, Jordan Morrison.” The services to be provided are stated as follows:

a. Business Services – upon formation of the Business, it is anticipated that the Business shall become the Client.

b. General Counsel Services - The scope of the Firm’s engagement shall include advice and consultation regarding the routine and day to day legal issues and matters that Client may encounter. Firm refers to these as “general counsel matters.” These may include corporate, employment and human resources issues, non-competition and confidentiality issues regarding current and former employees, contract or document review, advice and drafting, intellectual property advice, prosecution of copyrights and trademarks and intellectual property protection and transactions, problem solving, litigation prevention, negotiation, and the like.

Plaintiff also signed on September 29, 2021, a Waiver of Conflict of Interest, which provides that Elliott is attorney for an unnamed entity and does not represent the clients identified in the

Engagement Agreement.2 The Waiver of Conflict expressly states as follows:

As attorney for the Entity, I am required to preserve any confidential information I become aware of concerning the Entity, unless I am authorized to disclose such information to someone else. I have a duty to act solely in the best interest of the Entity, without being influenced by the conflicting personal interests of each of you or of any other clients. For example, in representing the Entity, I would ordinarily be prohibited from making known to any of you, individually, any information known to me relating to the Entity, even if I think the information might be important to you in making decisions affecting your interest in the Entity.

This could include my knowledge of information affecting the Entity disclosed to me by one of the others of you. Nevertheless, because my client will be the Entity and you will be its initial governing constituents, even though I will not be representing any of you separately, I are [sic] obligated to disclose to each of you any information any of you discloses to me that is relevant and material to the representation and none of you can disclose any information to me and require that such information be withheld from the others if such information is relevant and material to the representation.

(Declaration of Kenneth J. Melrose, ¶ 9, Exh. H (Jordan Dec.) [emphasis added].)

Evidence Code section 962 provides, “[w]here two or more clients have retained or consulted a lawyer upon a matter of common interest, none of them, nor the successor in interest of any of them, may claim a privilege under this article as to a communication made in the course of that relationship when such communication is offered in a civil proceeding between one of such clients (or his successor in interest) and another of such clients (or his successor in interest).”

Pursuant to section 962 it appears that documents containing confidential communications created prior to formation of the LLC are not protected by the attorney-client privilege because the clients at that time were Ronald, Rana, and Jordan Morrison. Documents containing confidential communications created after the LLC was formed may be protected by the attorney-client privilege.3

The power to waive the corporate attorney-client privilege rests with the corporation’s management who must exercise the privilege in a manner consistent with their fiduciary duty to act in the best interests of the corporation and not of themselves as individuals. (Venture Law Group v. Superior Court (2004) 118 Cal.App.4th 96, 105.) Displaced managers have no authority to waive the privilege over the wishes of the current managers, even as to the displaced manager’s confidential communications with the corporate attorney. (Id.)

2 Elliott later became an attorney at C&N. 3 The Court grants C&N Defendants’ request for judicial notice of the Articles of Organization of Services LLC attached to the Declaration of Maryam Karson as Exhibit 4.

Plaintiff also asserts Evidence Code section 956 which provides there is no attorney-client privilege where “the services of the lawyer were sought or obtained to enable or aid anyone to commit or plan to commit a crime or a fraud.” (Evid. Code § 956, subd. (a).) It is possible there are responsive documents that are not privileged pursuant to this exception. For example, communications concerning the improper diversion of LLC assets to a manager or an entity in which a manager owns an interest, if any, may fall under this exception. As would communications asking legal counsel to hide self-serving actions from other owners, managers, or officers, if any.

Plaintiff also asserts Evidence Code section 958 which states, “[t]here is no privilege under this article as to a communication relevant to an issue of breach, by the lawyer or by the client, of a duty arising out of the lawyer-client relationship.” Under this exception communications relevant to C&N Defendants’ breach of duty to the LLC, if any, are not privileged.

“Evidence Code section 915, while prohibiting examination of assertedly privileged information, does not prohibit disclosure or examination of other information to permit the court to evaluate the basis for the claim, such as whether the privilege is held by the party asserting it. (Moeller, at p. 1135, 69 Cal.Rptr.2d 317, 947 P.2d 279 [hearing on type of attorney-trustee communications to determine who holds the privilege].) Evidence Code section 915 also does not prevent a court from reviewing the facts asserted as the basis for the privilege to determine, for example, whether the attorney-client relationship existed at the time the communication was made, whether the client intended the communication to be confidential, or whether the communication emanated from the client. (Cornish, at p. 480, 257 Cal.Rptr. 383).” (Costco Wholesale Corp. v. Superior Ct. (2009) 47 Cal.4th 725, 737.)

Naccasha and C&N have not provided sufficient information in the privilege log for the Court to determine whether the privilege or exceptions apply to the documents. “[A] privilege log typically should provide the identity and capacity of all individuals who authored, sent, or received each allegedly privileged document, the document’s date, a brief description of the document and its contents or subject matter sufficient to determine whether the privilege applies, and the precise privilege or protection asserted.” (Catalina Island Yacht Club v. Superior Court (2015) 242 Cal.App.4th 1116, 1130 [emphasis added].)

C&N Defendants’ privilege log addresses only email communications between C&N and its attorneys with Jordan Morrison, Rana Morrison, Ronald Morrison, and internally. As discussed above, the RFPs request documents that are not confidential communications and are not privileged. To the extent C&N has such documents and C&N continues to assert the privilege the documents must be included in the privilege log.

A significant number of the documents listed in the log are communications with third parties “forwarded” to the attorneys. Documents prepared independently by a party or third party do not become privileged merely because they were turned over to counsel. (Wellpoint Health Networks, Inc. v. Superior Court, supra, 59 Cal.App.4th at 119.)

C. Code Compliance

Code of Civil Procedure Section 2031.210 requires a party responding to RFPs to respond with: (1) a statement that the party will comply with the particular demand for inspection; (2) a representation that the party lacks the ability to comply with the demand for inspection; or (3) an objection. A representation of inability to comply requires an affirmation that a diligent search and a reasonable inquiry was made in an effort to comply; and shall, among other things, identify any “person or organization known or believed by the party to have possession, custody, or control of that item or category of item.” (Code Civ. Proc. § 2031.230.) Code of Civil Procedure section 2031.280(a) requires the responding party to identify the specific request number documents respond to.

Naccasha and C&N asserted the following objection to many of the requests:

Responding Party objects to this request on the grounds it seeks documents protected by the attorney-client privilege and/or attorney work product doctrine. Subject to and without waiving said objection, Responding Party responds as follows: After a diligent search and reasonable inquiry, Responding Party is informed and believes that Responding Party does not have any responsive documents in Responding Party’s possession, custody, or control. Responding Party will produce additional responsive documents if and when they are located. Responding Party reserves the right to amend and supplement this response and related document production at any time including up to trial.

This response is not code compliant in several respects, most notably in stating “Responding Party is informed and believes” it does not have responsive documents. The response is nonsensical and refutes the assertion of a diligent search. Counsel for C&N argues that such non-compliance is the result of C&N’s inability to violate the attorney-client privilege by stating documents were returned to the LLC. (Karson Dec., ¶ 8.) While the transmission of specific public documents between attorney and client might reveal the transmitter’s intended strategy and is therefore privileged (Costco Wholesale Corp. v. Superior Ct. supra, 47 Cal.4th at 734), Moving Party cites no authority nor does the Court find authority that the attorney’s return of documents to the client is privileged or protected in any way.

A responding party must search for documents in their “possession, custody, or control” which is not limited to documents currently in possession. (See, Unger v. Los Angeles Transit Lines (1960) 180 Cal.App.2d 172, 175.) Even if the documents were returned to the LLC, C&N Defendants may have file copies or sufficient control to obtain the documents from the LLC. Ms. Karson declares that she reviewed more than 25,000 pages of responsive documents (Karson Dec., ¶¶ 5- 7), yet no documents were produced and only emails are identified in the privilege log.

The blanket assertion of attorney-client privilege and work product doctrine is improper. The original clients, i.e., Ronald, Rana, and Jordan, were joint clients and expressly agreed that their communications with counsel would be disclosed to one another if relevant to corporate issues.

The attorney defendants have made no showing that all of the communications requested consist of confidential communications, and Plaintiff submits several documents already in his possession that are not entirely confidential—such as a demand letter and settlement negotiations with parties making adverse claims against the LLC. (Jordan Dec., Exhs. I, J, K, P.)

Further, C&N Defendants continue to argue that Plaintiff was a mere employee but fail to show that disclosing privileged information to Plaintiff was necessary to defend the LLC. This is particularly true as to the allegations and lawsuit filed by Ryan Jenkins who claimed that Plaintiff did nothing wrong and was a victim of Ronald and Rana Morrison’s misconduct. (Jordan Morrison Dec., Exh. P.) The LLC arguably waived the privilege as to confidential communications regarding Ryan Jenkins’ allegations by disclosing them to Plaintiff. Such reasoning may apply to other purportedly privileged communications disclosed to Plaintiff.

D. Sanctions

Both parties seek sanctions pursuant to section 2031.310, subdivision (h) which states, “Except as provided in subdivision (j), the court shall impose a monetary sanction under Chapter 7 (commencing with Section 2023.010) against any party, person, or attorney who unsuccessfully makes or opposes a motion to compel further response to a demand, unless it finds that the one subject to the sanction acted with substantial justification or that other circumstances make the imposition of the sanction unjust.”

The Court rejects the argument that C&N Defendants are entitled to attorneys fees because Plaintiff failed to meet and confer in good faith. There is no showing that further meet and confer efforts would have been helpful. C&N Defendants continue to argue that all communications concerning the LLC are privileged. Further, significant time has passed with no supplemental responses submitted despite Naccasha and C&N’s statement that they always intended to supplement the responses. (Opposition, p. 12, lns. 2-10.)

Plaintiff seeks sanctions against C&N Defendants and their counsel in the sum of $14,595.00. 4 The Court finds this amount excessive particularly in that both parties re-used arguments and documents prepared for other hearings in their papers 5 and although the Court intends to grant the motion Plaintiff will not obtain all requested relief. The Court finds that the LLC has not waived the attorney-client privilege but the attorney work product objection is waived.

The Court finds that Plaintiff is entitled to sanctions in the reasonable amount of $10,000.00.

4 The Court finds that Plaintiff gave sufficient notice he was seeking sanctions against C&N Defendants and their attorneys. The amount of sanctions sought by Plaintiff are remarkably similar to the amount sought by C&N Defendants against Plaintiff of $14,725. 5 The parties are reminded of their duty to provide electronic bookmarks with links to the first page of each exhibit and with bookmark titles that identify the exhibit number or letter and briefly describe the exhibit. (CRC, rule 3.1110(f).) Plaintiff filed over 340 pages of documents as a single document without providing electronic links which made review of the papers challenging.

IV. Ruling

The motion to compel is granted. Naccasha and C&N are directed to provide to Plaintiff within 30 days after notice of entry of order: (1) supplemental responses and a privilege log in conformance with the law discussed above; (2) production of responsive documents for which the attorney-client privilege does not apply; and (3) payment of sanctions in the sum of $10,000.00.

Plaintiff is directed to give notice of entry of order.

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