Unreported / Non-Citable
Background
Roger T. Hogan and related family members and entities retained Miller Barondess, LLP and several partners in 2017 concerning disputes with Toyota over two dealerships. Their fee agreement combined a guaranteed $1 million payment with hourly and contingency provisions, including a fee tied to a dealership sale above a stated value and a 35 percent settlement contingency. It also required binding JAMS arbitration of fee disputes. The representation included a dealership action and, with Hogan’s approval and participation, a consumer class action concerning Prius inverters. A three-month jury trial produced a $15.8 million verdict for the Hogans. They later settled with Toyota for $155 million, sold the dealerships, and agreed that the judgment would be vacated.
A dispute followed over the remaining legal fees. The Hogans had paid $4.12 million, while Miller Barondess claimed approximately another $5.38 million. After the firm initiated JAMS arbitration in July 2020, the Hogans pursued nonbinding fee arbitration and then sued the firm and partners for legal malpractice and other relief. The trial court ultimately compelled arbitration. Arbitrator Viggo Boserup awarded Miller Barondess $15,718,210.20, including fees and costs, and rejected the Hogans’ counterclaims. The trial court confirmed the award over the Hogans’ request to vacate it.
On appeal, the Hogans argued that ethical conflicts made the amended fee agreement and its arbitration provision unenforceable, and that Boserup had inadequately disclosed his JAMS affiliation. The September 29, 2026 opinion affirmed. A subsequent order denied both rehearing petitions, corrected the caption’s first name from “Robert” to “Roger,” and expressly left the judgment unchanged.
The Court’s Holding
The court first held that the Hogans had not carried their appellate burden. It described the more-than-4,500-page record as scattered, poorly cited, and heavily redacted, and found their statement of facts one-sided. It therefore relied substantially on the arbitrator’s supported factual findings and held that the Hogans waived substantial-evidence challenges. Reviewing the confirmation order de novo while applying the ordinary presumption of correctness, the court emphasized that arbitration awards generally cannot be reversed merely for factual or legal error.
On the merits, the court distinguished Sheppard, where an undisclosed concurrent representation made an entire retention agreement unenforceable. Here, no dealerships were defendants in the consumer class action, its allegations concerned Toyota’s manufacturing and safety decisions, and the Hogans’ own complaint advanced similar accusations. Evidence showed that the Hogans knew of, encouraged, and participated in the class action as part of their strategy to pressure Toyota. The court found no actual conflict and, at most, a mere possibility rather than a significant risk of a potential conflict. It consequently did not decide whether a written waiver was necessary. It also rejected the asserted interfamily conflict, alleged solicitation arrangement, and claimed unauthorized disclosure of confidential information for lack of supporting evidence or developed legal argument.
The court separately rejected the challenge to Boserup’s disclosures. JAMS had disclosed his ownership interest and five years of history involving the parties, lawyers, and firms. Its counsel confirmed that serving as board chairman provided neither additional compensation nor greater access to case or revenue information. The Hogans’ theory that he could inspect records and discover Miller Barondess’s JAMS business was speculation, not evidence that a reasonable observer would doubt his impartiality. The court affirmed the judgment, awarded Miller Barondess its appellate costs, and later denied rehearing without changing that judgment.
Key Takeaways
- An appellant challenging confirmation of an arbitration award must provide accurate record citations and an evenhanded factual statement or risk waiver and disregard of unsupported points.
- A mere possibility of diverging interests did not establish the significant risk required for a potential conflict under the court’s application of the professional-conduct rules.
- The Hogans’ knowledge, encouragement, and participation in the class action, together with aligned allegations against Toyota, undermined their claim that the representation was adverse to them.
- Speculation about information an arbitrator might obtain as JAMS board chairman did not prove a disclosure violation or an appearance of partiality.
- The later rehearing order corrected only the caption and expressly did not change the affirmed judgment.
Why It Matters
The decision applies California’s narrow review of arbitration awards in a substantial attorney-fee dispute while giving concrete effect to appellate briefing and record-citation requirements. It also illustrates that Sheppard does not automatically invalidate a fee agreement whenever ethical misconduct is alleged: the court examined the actual relationships, pleadings, client participation, and evidence of material limitation before finding no disqualifying conflict.
The disclosure analysis likewise focuses on evidence available to a reasonable observer rather than a dissatisfied litigant’s speculation. The opinion is not certified for publication, and California’s citation restrictions for unpublished opinions apply.