Choi v. Orange County Great Park Corporation
(Business and Corporations Law)
Filed June 30, 2009
Cite as G040823

Attorney's Fees Awarded Even When Case was Settled

Orange County Great Park Corporation (Great Park) was a public benefit nonprofit corporation created to develop the former United States Marine Corps Air Station property. Great Park’s board composed of five members of the Irvine City Council and four other at-large directors chosen by the other board members.

When the third CEO Marty Bryant resigned, Great Park decided to conduct a nationwide search for his replacement upon recommendation of Christina Shea and Richard Sim.

A search committee was formed which included Larry Agran and two employees of the City of Irvine. It hired a recruitment firm, The Mills Group (Mills), to conduct the search.

Mills narrowed candidates to five and proposed one candidate, Kurt Haunfelner (Kurt). When Kurt refused the position, Mills recommended Rod Cooper.

Meanwhile, the Los Angeles Times published stories regarding Great Park’s screening process. As directors of Great Park, Shea and Steven Choi (Choi) asked to see all resumes Mills obtained during the search process.

Great Park refused to provide said documents because according to Agran it has the duty to protect the privacy of candidates and feared that Shea and Choi might publicly disclose the names.

Shea and Choi made two written demands to inspect the documents but to no avail.

Consequently, Shea and Choi filed a petition for writ of mandate under Corporations Code section 6334 and Code of Civil Procedure section 1085 to compel Great Park to produce the documents.

However, the board upon vote of 7-1, decided to keep the identity of the candidates confidential. Great Park answered and demurred to the petition. Before hearing, the parties entered into a stipulation.

Great Park agreed to provide Shea and Choi with copies of all materials collected during the search as well as additional documents related to recruitment of the CEO as they were receive or created.

Shea and Choi filed a motion to recover attorney’s fees. The trial court, in denying the motion held that there was no judgment in its truest sense as the case was settled.

The California Court of Appeal ruled that the trial court abused its discretion when it denied award of attorney’s fees under Code of Civil Procedure Sec. 1021.5. The request for certain documents was an act to maintain the integrity of a search for CEO for a public agency and served to enforce directors’ inspection rights.

Shea and Choi were the prevailing party for purposes of attorney’s fees when they obtained a stipulation with Great Park allowing them to inspect and copy certain documents.