VolumeFi Software v. Manian CA6

Filed 2/27/26 VolumeFi Software v. Manian CA6 NOT TO BE PUBLISHED IN OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or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 This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.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

SIXTH APPELLATE DISTRICT

VOLUMEFI SOFTWARE, INC., H052148 (Santa Clara County Plaintiff and Respondent, Super. Ct. No. 22CV402055)

v.

ZAKI MANIAN,

Defendant and Appellant.

VolumeFi Software, Inc. sued Zaki Manian for intentional interference with contractual and prospective economic relations, alleging Manian’s false statements to nonparty Sommelier, Ltd. induced Sommelier to breach its contract with VolumeFi. The trial court denied Manian’s special motion to strike the intentional interference with contract claim under the anti-SLAPP statute. (Code Civ. Proc., § 425.16.) As we will explain, we agree the claim did not arise from protected statements, and we will affirm the order. I. BACKGROUND Plaintiff VolumeFi is a startup that entered into a five-year contract in April 2021 to market nonprofit Sommelier’s blockchain product and grow its user community. The contract required Sommelier to pay plaintiff a “success fee” of 20,000,000 Sommelier tokens by November 2021 after 1,000 successful Sommelier transactions. Plaintiff asserts it successfully met the transaction metric. The contract also included a $3,000,000 early termination fee.

According to the complaint, Manian “is a prominent individual in the cryptocurrency and blockchain space,” and he was aware of the contract between plaintiff and Sommelier at the time of its execution. Although not Sommelier’s agent or employee, he helped design and develop Sommelier’s platform and provided consulting services for Sommelier through his company PeggyJV, Inc. His duties included managing Sommelier’s treasury and administering plaintiff’s contract with Sommelier. Manian met with plaintiff’s CEO Taariq Lewis to review the Sommelier project, controlled plaintiff’s access to Sommelier’s software development environment and network, and reported plaintiff’s progress to Sommelier’s director on a monthly basis. After Sommelier terminated the contract, plaintiff sued Manian for intentional interference with contractual and prospective economic relations. Plaintiff alleged Manian had conflicting interests in Sommelier tokens and falsely represented to Sommelier that plaintiff did not perform under the contract, had poor work performance, and engaged in improper invoice and business practices. According to the complaint, Sommelier refused to pay the contractual success and early termination fees because of Manian’s false representations. Plaintiff also alleged Manian interfered with multiple other economic opportunities and relationships by making the same false representations to others in order to paint plaintiff in a bad light. Manian moved to strike the intentional interference with contract claim under Code of Civil Procedure section 425.16, the anti-SLAPP statute. He argued he shared the performance information with Sommelier only after plaintiff sent him and Sommelier a demand letter in February 2022. According to Manian, Sommelier then undertook its own investigation into plaintiff’s conduct and terminated the contract and its payment obligations for cause. Manian thus argued the statements were protected by the litigation privilege and common interest privilege. Supported by three declarations from VolumeFi employees, including CEO Lewis, plaintiff argued in opposition that Manian interfered with the contract well before the 2