The opinion
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ JS-6
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Present: The Honorable CHRISTINA A. SNYDER
Catherine Jeang Not Present N/A
Deputy Clerk Court Reporter / Recorder Tape No.
Attorneys Present for Plaintiffs: Attorneys Present for Defendants:
Not Present Not Present
Proceedings: (IN CHAMBERS) - DEFENDANT DLA PIPER LLP (US)’S
MOTION FOR SUMMARY JUDGMENT (Dkt. 488, filed on June
8, 2026)
DEFENDANT DLA PIPER LLP (US)’S MOTION FOR
SANCTIONS PURSUANT TO FED. R. CIV. P. 11 (Dkt. 22, filed
on October 31, 2023)
I. INTRODUCTION
The background of this case is known to the parties and described in the Court’s
January 2, 2026 order. Dkt. 362.
On October 31, 2025, plaintiffs Sharon and Odelya Hoffman (the “Hoffmans’),
RGL Holdings LLC (“RGL Holdings”), RGL Management LLC (“RGL Management’),
and Vitamin Friends LLC (“Vitamin Friends”) filed their operative third amended
complaint (“TAC”). The TAC alleges eight claims for relief: (1) Vitamin Friends
brought claims under the Defend Trade Secrets Act (“DTSA”) against the Goli
defendants,! the VMG defendants,” and MeriCal Inc.; (2) Vitamin Friends brought claims
1 The Goli defendants refers to Goli Nutrition, Inc. (Canada), Goli Nutrition, Inc.
(Delaware), 12416913 Canada Inc., Deepak Agarwal (“Agarwal”), Michael Bitensky,
and Randy Bitensky. Goli Nutrition, Inc. (Canada) and Goli Nutrition, Inc. (Delaware)
are referred to, collectively, as “Goli Nutrition.”
? The VMG defendants refers to VMG Partners, LLC, VMG Partners Mentors Circle IV
L.P., and VMG Partners IV, LP.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ JS-6
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
for fraudulent misrepresentation against the Goli defendants and the VMG defendants;
(3) Vitamin Friends brought claims for breaches of fiduciary duties against Goli Nutrition
and the VMG defendants; (4) RGL Holdings brought claims for violation of RICO
against Wu and Marshall: (5) Sharon Hoffman brought claims for legal malpractice
against DLA Piper LLP (US): (6) Sharon Hoffman brought claims for breach of fiduciary
duty against DLA; (7) Odelya Hoffman brought a claim for intentional infliction of
emotional distress against the Goli defendants and the VMG defendants; and (8) Vitamin
Friends brought a claim for conversion against Goli Nutrition. Dkt. 312 (“TAC”).
On November 14, 2025, the VMG parties? filed a motion to dismiss plaintiffs’ first,
second, third, fourth, and seventh claims in plaintiffs’ Third Amended Complaint. Dkt.
316. On November 17, 2025, defendant Roger Tyre (“Tyre”) filed a notice of joinder
with respect to the VMG parties’ motion to dismiss plaintiffs’ TAC. Dkt. 318.
On November 24, 2025, the VMG parties filed a motion for summary judgment as
to plaintiffs’ DTSA claim against them. Dkt. 326. On November 26, 2025, Meri Cal
filed a notice of joinder in the VMG parties’ motion for summary judgment. Dkt. 329.
On January 2, 2026, the Court granted the VMG parties’ motion for summary
judgment on Vitamin Friends’ DTSA claim. Dkt. 362 (“January 2, 2026 Order’) at 27.
The Court granted summary judgment in favor of MeriCal, LLC (“MeriCal’’) based on its
joinder in the VMG parties’ motion for summary judgment. Id. The Court denied as
moot the VMG parties’ motion to dismiss Vitamin Friends’ DTSA claim. Id. The Court
otherwise granted the VMG parties’ motion to dismiss, with prejudice.* Id.
On March 1, 2026, Vitamin Friends, the individual Goli defendants (1.e., Deepak
Agarwal, Michael Bitensky, and Randy Bitensky), and Tyre stipulated to grant the
3 The “VMG parties” refers to VMG Partners IV, L-P., VMG Partners Mentors Circle IV,
L.P., VMG Partners II, LLC, Wayne Wu, and Jonathan Marshall.
4 The following claims in plaintiffs’ operative TAC remain: Fifth claim for legal
malpractice brought by Sharon Hoffman against DLA Piper; sixth claim for breach of
fiduciary duty brought by Sharon Hoffman against DLA Piper; and eighth claim for
conversion by Vitamin Friends against Goli Nutrition (1.e., Goli Nutrition, Inc. (Canada)
and Goli Nutrition, Inc. (Delaware)). The following defendants remain in the case: DLA
Piper and Goli Nutrition.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ JS-6
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
individual Goli defendants and Tyre summary judgment on Vitamin Friends’ DTSA
claim for the same reasons the Court stated in its January 2, 2026 Order. Dkt. 403. On
March 3, 2026, the Court granted the parties’ stipulation. Dkt. 405 (“March 3, 2026
Order”) at 3. Pursuant to the stipulation, the Court also entered judgment in this action in
favor of Deepak Agarwal, Michael Bitensky, and Randy Bitensky, and Roger Tyre. Id. at
3.
On March 6, 2026, the VMG parties, the individual Goli defendants, Tyre, and
MeriCal (collectively, the “Judgment Defendants’) filed a motion for entry of judgment
in their favor, pursuant to Rule 54(b), on all claims asserted against them. Dkt. 407. On
April 13, 2026, the Court granted the motion. Dkt. 469.
On March 30, 2026, plaintiffs appealed the Court’s judgment entered pursuant to
the March 3, 2026 Order to the Ninth Circuit. Dkt. 443. On March 30, 2026, the Ninth
Circuit set a briefing schedule for plaintiffs’ appeal under which plaintiffs’ opening briefs
would be due on June 22, 2026, and respondents’ answering briefs would be due on July
22, 2026. Dkt. 444.
On Apmil 15, 2026, plaintiffs and the Goli defendants stipulated to voluntarily
dismiss their claims against the Goli defendants—that 1s, Goli Nutrition, Inc. (Canada),
Goli Nutrition, Inc. (Delaware), 12416913 Canada Inc., Deepak Agarwal, Michael
Bitensky, and Randy Bitensky—with prejudice. Dkt. 475.° The same day, the Court
granted the parties’ stipulation. Dkt. 476.
On June 8, 2026, DLA filed the instant motion for summary judgment as to
plaintiff Sharon Hoffman’s legal malpractice claim and breach of fiduciary duty claim
against DLA. Dkt. 488 (“Mot.”). DLA concurrently filed a statement of uncontroverted
facts (“DSUF”), dkt. 488-1, as well as a declaration from Daniel Nowicki and exhibits,
dkts. 489, 489-1 to 23.
On June 15, 2026, plaintiffs filed an opposition to the VMG parties’ instant
motions. Dkt. 496 (“Opp.”). Plaintiffs concurrently filed a statement of genuine disputes
° The parties stipulated and agreed that “each party shall bear its own attorneys’ fees,
costs, and litigation expenses in relation to this action[.]” Dkt. 475 at 1.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ JS-6
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
of fact and plaintiffs’ statement of additional uncontroverted facts, dkt. 496-1, and several
declarations. Dkt. 496-3 to 6.
On June 22, 2026, DLA filed a reply. Dkt. 497 (“Reply”). DLA concurrently filed
a response to plaintiffs’ statement of genuine disputes and a response to plaintiffs’
statement of additional uncontroverted facts. Dkt. 497-1. The response covers the 66
facts asserted by DLA, Dkt. 497-1 at 2-64 (“Resp. 1”), and the 26 additional facts
independently asserted by plaintiffs, Dkt. 497-1 at 65-90 (“Resp. 2”).
On July 6, 2026, the Court held a hearing. Having carefully considered the parties’
arguments and submissions, the Court finds and concludes as follows.
I. BACKGROUND
Unless otherwise noted, the Court references only facts that are uncontroverted and
to which evidentiary objections, if any, have been overruled.
A. Prior Agreements Between Better Nutritionals and Goli
Better Nutritionals LLC (“Better Nutritionals”) was a gummy dietary supplement
manufacturing company founded in 2015 by Sharon Hoffman (“Hoffman”). Resp. 1 4 1.
Better Nutritionals’ largest customer as of March 20, 2020 was Goli Nutrition, Inc.
(“Goli’’), which represented approximately 95% of Better Nutritionals’ manufacturing
volume at that time. Id. § 2.
DLA was not involved in the negotiation of a January 22, 2020 agreement between
Better Nutritionals, Goli, and Atos IT Solutions and Services. Id. § 3.
DLA was not involved in the negotiation of a March 30, 2020 lease agreement
between Goli and Caprock for the facility in Norco, California. Id. 4 4.
On January 31, 2020, Goli sent Sharon Hoffman a draft “binding letter of intent”
that “represent|ed] the understanding of the parties with respect to certain
relevant matters related to” a transaction in which Goli and Better Nutritionals would
invest in each other (hereinafter, the “stock-swap transaction”). Id. 4 5.
On March 24, 2020, the LOI was executed by Sharon Hoffman as CEO of Better
Nutritionals and Michael Bitensky as President of Goli. Id. 4 6.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ JS-6
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
The LOI provided that the “terms of the transaction” would be later “memorialized
in the Definitive Agreements which shall be negotiated in good faith between the
parties.” Id. § 7.
The LOI provided that as part of the future “transaction,” Sharon Hoffman would
receive 3% of Goli’s outstanding shares in exchange for Goli receiving 25% of Better
Nutritionals’ outstanding shares. Id. 8.
“Agarwal and [Goli’s in-house counsel Randy] Bitensky presented their proposal
as ‘take it or leave it’” to Sharon Hoffman, saying that “if the Hoffmans|] refused to
agree, they would take all of the Goli business elsewhere.” Id. 4 9.
Sharon Hoffman stated that he agreed to the LOI because he felt he had “no choice
from a business perspective” but to agree to Goli’s terms to continue the beneficial
relationship with Better Nutritionals’ “largest customer.” Id. 4 10.
B. DLA Engagement Agreement and Conflict Waiver
On December 9, 2019, Sharon Hoffman signed an engagement agreement with
DLA on behalf of himself and Better Nutritionals. Id. § 12.
The parties dispute whether Sharon Hoffman retained DLA to represent him and
Better Nutritionals solely with respect to a dispute with their former business partner in
December 2019, or whether DLA was retained to and did represent Hoffman and Better
Nutritionals in other matters. Resp 1 4 11.
The parties’ written engagement agreement provided “terms and conditions under
which DLA Piper LLP (US) (‘the Firm’) [would] act as your [Sharon Hoffman’s and
Better Nutritionals’ counsel for all existing and future matters.” Id. § 13.
The “Conflicts of Interest” provision of the agreement stated that DLA “may, now
or in the future, represent other persons or entities on matters adverse to you ...
including, without limitation, in commercial transactions ... other than those [matters] for
which the Firm had been or is then engaged by you,” and that such “Allowed Adverse
Representation” “does not breach any duty that [DLA] owes to you.” Id. § 14; Dkt. 494-
8 at 14.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ JS-6
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
The “Termination” provision of the agreement states that “[DLA’s] representation
of you with respect to a particular matter will terminate upon conclusion of the Firm 's
active involvement in the matter (even if the Firm continues active involvement in other
matters on your behalf).” Dkt. 494-8 at 14.
The parties dispute whether and when DLA’s representation of Hoffman and
Better Nutritionals concluded. Resp. 2] 11. Plaintiffs argue that “[i]n the absence of a
matter-specific engagement letter and a written disengagement letter, there is a genuine
factual dispute as to when DLA’s representation concluded.” Id.
DLA first became aware of the stock-swap transaction on October 22, 2020, when
Agarwal added then-DLA partner Safraz Ishmael to an email chain regarding the stock-
swap transaction with Sharon Hoffman and others. Resp. 1 § 16.
On October 22, 2020, Ishmael advised Sharon Hoffman that “because the firm
represents both [Better Nutritionals] and Goli, [DLA will] have to figure out conflicts and
waivers, if possible, depending on the structure of the deal. I will run this by our conflicts
team now.” Id. § 17.
On October 28, 2020, Ishmael sent Sharon Hoffman an email with the conflict
waiver, stating: “As we discussed, below is the conflict waiver agreement. Please review,
and if everything looks okay, you can just respond to this email with ‘I agree.”” Id. □ 18.
The conflict waiver that Ishmael sent to Sharon Hoffman on October 28, 2020
stated that Sharon Hoffman had asked DLA to represent both him and Better Nutritionals
in the “Goli Nutrition/Better Nutritionals Investment.” Id. § 19. The conflict waiver also
identified the “Counterparty” as “Goli Nutrition Inc., Michael Bitensky, and Deepak
Agarwal.” Id. 20. The waiver also disclosed that “DLA Piper represents Counterparty”
in “Various Unrelated Matters” and disclosed that DLA “currently represents, in the past
has represented and will continue to represent, the Counterparty in connection with
Unrelated Matters.” Id. 21-22. The conflict waiver concluded: “Please indicate [your]
agreement and consent to the foregoing matters by reply e-mail. If you have any
questions, please do not hesitate to contact me.” Id. § 23.
On October 28, 2020, Sharon Hoffman responded to the conflict waiver that
Ishmael sent on October 28, 2020, stating, “I agree. Thank you.” Id. { 24. Hoffman read
the waiver and did not consult independent counsel before signing it. Id. J 25, 27.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ □□□□□
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
Hoffman contends that although he agreed to the conflict waiver on behalf of
himself and Better Nutritionals, the waiver did not provide them with adequate informed
consent to the waiver, and that Hoffman did not understand the implications of agreeing
to the waiver. See id. 4] 20-27.
C. The Stock-Swap Agreements
The stock-swap agreements between Better Nutritionals and Goli were executed on
December 10, 2020. Id. § 28.
Sharon Hoffman reviewed all of the stock-swap agreements before he signed them.
Id. 29.
The terms of the stock-swap agreements included provisions which Sharon
Hoffman now takes issue with in this action, including provisions identifying the “fair
market value” of the exchanged equity interests, provisions identifying certain
transactions that required approval from both Sharon Hoffman and Goli, and provisions
granting Goli priority and right of first refusal over Better Nutritionals’ “applicable
production capacity.” Id. {fj 32-34.
Hoffman contends that although he reviewed the stock-swap agreements, he did
not understand the nature and implications of the stock-swap agreements, and that DLA
breached its fiduciary duty to Hoffman and Better Nutritionals by not fully advising
Hoffman about his options for making changes with respect to certain material terms in
the agreements and by failing to object to certain terms. See id.
D. Lack of Independent Valuation of the Stocks Exchanged
PwC was Better Nutritionals’ accounting firm. Id. 35. Sharon Hoffman relied on
PwC to advise him on “valuation” and other “accounting” issues relating to the stock-
swap transaction. Id. § 36.
Frank Hobmeier of PwC told Sharon Hoffman on December 7, 2020, “that there
will need to be some objective and independent confirmation of the value exchange in the
respective transactions,” and that “the risk of proceeding with the transaction as currently
contemplated is that the value of the property transferred is higher than what is
contemplated in the transaction documents.” Id. §] 37.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ JS-6
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
In response to Hobmeier, Sharon Hoffman requested on December 8, 2020, that
“we execute the transaction and do the valuation later,” noting several reasons why the
valuation of Better Nutritionals “is not so high.” Id. § 38.
Sharon Hoffman told Hobmeier on December 8, 2020 that “if we have to do a 34
party evaluation they will come to the same conclusion, that this was a mutual fair deal.”
Id. § 39.
Jerami Davidson, an associate at DLA, wrote to Sharon Hoffman on December 8,
2020 that DLA “[was] not |] retained for and will not provide advice regarding the
valuation or tax consequences of the [stock-swap transaction].” Id. 4 40.
E. Aftermath of Stock-Swap Transaction
DLA did not perform any legal work for Sharon Hoffman in connection with the
stock-swap transaction at any point after 2021. Id. 9 41.
DLA’s legal work for Better Nutritionals concluded no later than August 15,
2022.° Id. § 42.
On August 15, 2022, DLA sent Better Nutritionals a “Dis-engagement Letter.” Dkt.
494-8 at 3-4. The “Dis-engagement Letter” was addressed to:
Patrick Morin, Esq.
Better Nutritionals, LLC
3390 Horseless Carnage Drive
Norco, CA 92860
Id. at 3.
The letter stated in part:
[P}ursuant to your directions, [DLA’s] representation of Better Nutritionals, LLC
with respect to the Alarcon v. Better Nutritionals employee lawsuit has terminated,
effective May 24, 2022. In accordance with Better Nutritionals’ instructions, DLA
... has ceased all work on this matter and has transferred the file to the substitute
counsel that you have identified. Among other things, this means that the attorney-
client relationship between Better Nutritionals and DLA Piper has ended.
Id.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ JS-6
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
In or around August 2021, a dispute arose regarding Better Nutritionals’ ability to
offer excess manufacturing capacity to other customers. Resp. 2 § 1.
In August 2021, Sharon Hoffman “realized that the stock swap agreement had
some problematic provisions in it,” Resp. 1 § 43, and “began to appreciate that certain
provisions of the stock-swap agreements were operating against [his] interests.” Dkt.
496-4, Declaration of Sharon Hoffman (“Hoffman Decl.) § 10. Hoffman then believed
that the right of first refusal and approval provisions in the Share Purchase Agreement
were “bad for Better Nutritionals,” and believed that the approval provision “hamstrung”
his ability to sell his shares of Better Nutritionals. Resp. 1 §] 44-45.
In February 2022, Sharon Hoffman sought to reverse the stock-swap transaction, in
part “because there were provisions in the 2020 contracts that [he] didn’t like.” Resp. 1 4
46. Sharon Hoffman entered an agreement in March 2022 with Goli that modified the
terms of the stock-swap agreements (hereinafter, the “March 2022 Agreement’). Id. {
47.
DLA was not involved in the March 2022 Agreement. Id. § 48.
In the March 2022 Agreement, Sharon Hoffman agreed to delete the “Competing
Products” definition in the Share Purchase Agreement and redefine “Competing
Products” to mean “(1) apple cider vinegar gummies and (2) ashwagandha gummies.”
Id. § 50.
Sharon Hoffman agreed to change the definition of “Competing Products” via the
March 2022 Agreement “because the definition of ‘Competing Products’ in the original
agreements had been bad for Better Nutritionals.” Id. 51.
As of April 2022, Sharon Hoffman believed that he got “scammed” and “screwed”
in the stock-swap transaction, which he believed was “bad.” Id. § 52.
This “Dis-engagement Letter,” on its face, relates to DLA’s separate representation of
Better Nutritionals and does not relate to DLA’s representation of Hoffman in connection
with the stock-swap transaction. Id.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ JS-6
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
Hoffman proffered expert testimony that the stock-swap transaction between Goli
and Better Nutritionals is inconsistent with that of arm’s-length transactions involving
Better Nutritionals and comparable companies. See Resp. 2 ff 13-18.
Sharon Hoffman “knew before August| ] 2022[] what advi[c]e DLA had given
[him]” in connection with the stock-swap transaction. Resp. 1 4 53.
On December 20, 2022, Better Nutritionals filed for Chapter 11 bankruptcy. Resp.
1 454.
In March 2024, Goli filed for bankruptcy protection in Canada. Id. § 55.
Sharon Hoffman did not sell the Better Nutritionals or Goli stock he retained
following the 2020 stock-swap transaction. 58.
F. = This Lawsuit
Sharon Hoffman alleges he “relied upon the legal advice of DLA . . . in the
negotiation and drafting” of the stock-swap agreements to his detriment, and that, as a
result of DLA’s conduct, “Better Nutritionals would not have been in the position” it
ended up in. Id. § 59.
Sharon Hoffman’s counsel advised him on potential claims against DLA based
solely on his review of the stock-swap agreements and the communications around the
time the agreements were signed. Id. § 60.
According to Sharon Hoffman, had the terms in the stock-swap agreements been
changed, Goli would have had to agree to such changes. Id. § 61.
Plaintiffs filed this lawsuit on August 11, 2023. Id. { 62. The only claims alleged
against DLA are Sharon Hoffman’s legal malpractice and breach of fiduciary duty
claims. Id. § 63.
Sharon Hoffman relies on the same allegations in support of both causes of action,
i.e., that DLA negligently negotiated the stock-swap transaction by, for example,
allowing the approval and right of first refusal provisions to be included in the stock-
swap agreements. Id. § 64.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ JS-6
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
Sharon Hoffman claims he suffered lost commissions from Better Nutritionals as a
result of DLA’s conduct. Id. 4 65.
Sharon Hoffman claims that, as a result of DLA’s conduct, he incurred legal
expenses defending himself in other lawsuits. Id. § 66.
Sharon Hoffman also claims that he suffered financial losses as a result of being
unable to diversify Better Nutritionals’ customer base due to the right-of-first-refusal and
related provisions contained in the stock-swap agreements. Resp. 2 4 22.
Il. LEGAL STANDARD
Summary judgment is appropriate where “there is no genuine dispute as to any
material fact and the movant 1s entitled to judgment as a matter of law.” Fed. R. Civ. P.
56(a). The moving party bears the initial burden of identifying relevant portions of the
record that demonstrate the absence of a fact or facts necessary for one or more essential
elements of each claim upon which the moving party seeks judgment. See Celotex Corp.
v. Catrett, 477 U.S. 317, 323 (1986).
If the moving party meets its initial burden, the opposing party must then set out
specific facts showing a genuine issue for trial in order to defeat the motion. Anderson v.
Liberty Lobby, Inc., 477 U.S. 242, 250 (1986): see also Fed. R. Civ. P. 56(c), (e). The
nonmoving party must not simply rely on the pleadings and must do more than make
“conclusory allegations [in] an affidavit.” Lujan v. Nat’] Wildlife Fed’n, 497 U.S. 871,
888 (1990): see also Celotex, 477 U.S. at 324. Summary judgment must be granted for
the moving party if the nonmoving party “fails to make a showing sufficient to establish
the existence of an element essential to that party’s case, and on which that party will
bear the burden of proof at trial.” Celotex, 477 U.S. at 322; see also Abromson v. Am.
Pac. Corp., 114 F.3d 898, 902 (9th Cir. 1997).
In light of the evidence presented by the nonmoving party, along with any
undisputed facts, the Court must decide whether the moving party is entitled to judgment
as a matter of law. See T.W. Elec. Serv. Inc. v. Pac. Elec. Contractors Ass’n, 809 F.2d
626, 631 & n.3 (9th Cir. 1987). When deciding a motion for summary judgment, “the
inferences to be drawn from the underlying facts . . . must be viewed in the light most
favorable to the party opposing the motion.” Matsushita Elec. Indus. Co. v. Zenith Radio
Corp., 475 U.S. 574, 587 (1986) (citation omitted); Valley Nat’] Bank of Ariz. v. AE.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ □□□□□
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
Rouse & Co., 121 F.3d 1332, 1335 (9th Cir. 1997). Summary judgment for the moving
party is proper when a rational trier of fact would not be able to find for the nonmoving
party on the claims at issue. See Matsushita, 475 U.S. at 587.
IV. DISCUSSION
A. DLA/’s Motion for Summary Judgment
DLA moves for summary judgment on Sharon Hoffman’s claims for legal
malpractice and breach of fiduciary duty against DLA. Mot. at 1. The parties do not
dispute that “[t|he only claims alleged against DLA are Sharon Hoffman’s legal
malpractice and breach of fiduciary duty claims.” Resp. 1 § 63.
With respect to his legal malpractice claim, Hoffman alleges that, “[i]n acting as
counsel for both Goli, on the one hand, and in certain cases for Sharon Hoffman and in
others both for Better Nutritionals and Sharon Hoffman, on the other hand, and [by]
failing to act to obtain and preserve critical rights of Better Nutritionals and Sharon
Hoffman, DLA Piper failed to exercise the ordinary reasonable skill and knowledge
commonly possessed by a member of the legal profession, and therefore constitutes
malpractice.” TAC § 165.
With respect to his breach of fiduciary claim, Hoffman alleges that “DLA Piper
breached its fiduciary duties to Better Nutritionals and Sharon Hoffman when acting as
counsel for Goli, on the one hand, and Better Nutritionals and Sharon Hoffman, on the
other hand, by placing the interests of Goli above the interests of Better Nutritionals and
Sharon Hoffman and failing to act to obtain and preserve critical rights of Better
Nutritionals and Sharon Hoffman.” Id. 4 169.
Hoffman generally alleges that “[i]n the negotiation of [the stock-swap
agreements], ... Ishmael, the DLA Piper Partner in charge of that firm’s engagement by
Better Nutritionals, was working behind the scenes to advance only the interests of □□□□□□
Id. § 76 (emphasis omitted). Hoffman further alleges that “[he] and Odelya [Hoffman]
relied upon the legal advice of DLA Piper, who represented Sharon Hoffman and Better
Nutritionals, in the negotiation and drafting of the Better Nutritionals Operating
Agreement [contained within the stock-swap agreements] despite the obvious conflicts of
interest from DLA Piper’s past and ongoing representation of Golil] and its principals
Agarwal and Bitensky.” Id. □□□ Hoffman alleges that “DLA Piper acted only in the
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ □□□□□
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
interests of Goli and its principals, and abandoned any duty as counsel to Sharon, Odelya
and Better Nutritionals.” Id.
1. The Parties’ Arguments
DLA argues that both of Hoffman’s claims are time-barred because “[u|nder
California law, a malpractice or fiduciary duty claim based on the allegation that an
attorney deficiently negotiated a contract—like Hoffman’s claims here—accrues as soon
as the client signs the contract. Hoffman’s claims thus accrued on December 10, 2020
(when he signed the stock-swap contracts) and expired by December 10, 2021—long
before Hoffman brought this suit [on August 11, 2023].” Id. at 6. DLA argues that
California Code of Civil Procedure Section 340.6 imposes a one-year statute of
limitations on claims against an attorney arising from the attorney’s “performance of
professional services,” and governs both malpractice and fiduciary duty claims. Id. at 6.
DLA further argues that “where, as here, a plaintiff's claims against an attorney are based
on allegedly ‘[nJegligent legal advice which induce[d] [the plaintiff] to enter into a
binding contract,’ the one-year limitations period begins “at the point of entry’ into the
contract.” Id. at 7 (quoting Hensley v. Caietti, 13 Cal. App. 4th 1165, 1175 (1993)).
DLA argues that because Hoffman signed the stock-swap agreements on December 10,
2020, Hoffman had until December 10, 2021 to file claims for legal malpractice and
breach of fiduciary duty against DLA; however, Hoffman failed to file suit until August
11, 2023. Id. at 8-9. In other words, DLA argues that as soon as Hoffman signed the
stock-swap contracts on December 10, 2021, he knew all the relevant facts that provided
him with “actual and constructive knowledge to begin the running of the statute of
limitations.” Id. at 10.
DLA also argues that even if the statute of limitations did not begin to run until
Hoffman subjectively believed he suffered harm, the undisputed record shows his claims
are time barred because Hoffman testified that, as early as August 2021, he “realized that
the stock swap agreement had some problematic provisions 1n it,” including provisions
that he is now suing DLA over, and that by February 2022, he was actively seeking to
reverse the transaction because, among other things, “there were provisions in the 2020
contracts that [he] didn’t like.” Id. at 9. DLA argues that “[t]here is ... no genuine
dispute that Hoffman believed the stock-swap contracts—including the specific
provisions he now complains about—were unfavorable well over a year before he filed
suit in August 2023.” Id. DLA argues that Hoffman’s claims against it are not tolled due
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ JS-6
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
to the “continuous representation” doctrine, which applies only where the attorney
“continues to represent the plaintiff regarding the specific subject matter in which the
alleged wrongful act or omission occurred”; DLA argues that here, however, because
Hoffman alleges that DLA deficiently negotiated an agreement, the “specific subject
matter” is the negotiation of that agreement which “necessarily ends when that agreement
is executed.” Id. at 9-10 (citing cases).
In opposition, Hoffman argues that there is a triable issue as to whether the statute
of limitations for Hoffman’s legal malpractice claim and breach of fiduciary duty claim
has run. Opp. at 15. Hoffman argues that “[he] could not have known, at the moment of
signing the December 10, 2020, agreements, that DLA’s specific legal work in the
preceding weeks was deficient, because the harm from any alleged malpractice was not
reasonably apparent from the face of the agreement alone.” Id. at 17. Hoffman argues
that “[his] August 2021 realization that certain provisions were problematic and his
February 2022 efforts to renegotiate reflect dissatisfaction with the deal’s business
outcome, not necessarily knowledge that DLA’s legal representation was the cause of
those provisions being included.” Id. at 18. He further argues that “the March 2022
amendment [he] negotiated directly with Goli could itself be evidence that [he] was still
attempting to mitigate harm from the original transaction, not that he had fully discovered
and quantified DLA’s role in causing that harm.” Id. Hoffman argues that in some
circumstances, a plaintiff may suffer actual injury after the execution of an agreement
that was allegedly the product of an attorney’s wrongful act or omission arising in his
performance of professional services. Id. at 19 (citing Callahan v. Gibson, Dunn &
Crutcher LLP, 194 Cal. App. 4th 557, 573 (2011)).
Hoffman further argues that “|t]he continuous representation doctrine should toll
the limitations period here because DLA’s representation of Hoffman extended beyond
the mere execution of the December 10, 2020 agreements.” Id. at 20. Hoffman argues
that “[t]he ‘specific subject matter’ of DLA’s representation was not limited to the act of
signing the agreements but encompassed the broader stock-swap transaction and the
ongoing attorney-client relationship arising from it.” Id. In other words, Hoffman
contends that “the question of whether DLA performed any further work in connection
with the agreements is a disputed factual issue that should not be resolved on summary
judgment,” and that “[i]f DLA continued to advise Hoffman on any aspect of his
relationship with Goli or the entities involved in the stock-swap transaction after
December 2020, the continuous representation doctrine would toll the limitations period
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ □□□□□
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
through the end of that representation.” Id, Hoffman argues that because “there is no
definitive evidence offered by [DLA] as to when the relationship between the DLA
attorneys and Mr. Hoffman ended,” there is at least a genuine dispute as to whether and
when DLA terminated its representation of Sharon Hoffman individually, such that the
continuous representation provision of section 340.6 should toll the statute of limitations
and preclude summary judgment on Hoffman’s claims against DLA. Id. at 21-22.
Hoffman argues that because DLA ceased representing Better Nutritionals only on
August 15, 2022—the date DLA sent Better Nutritionals a disengagement letter—the
claims that Hoffman filed against DLA on August 11, 2023 (less than a year after the
disengagement letter was sent) are timely. Id. at 22.
In reply, DLA argues that Hoffman’s belated discovery of his claims against DLA
does not save them from being time-barred because, for purposes of section 340.6, “[i]t is
irrelevant that the plaintiff is ignorant of his legal remedy or the legal theories underlying
his cause of action”; “[i]nstead, what matters is whether the plaintiff knew, or should
have known, ‘of the facts constituting the wrongful act or omission.”” Reply at 5-9
(citing cases). Second, DLA argues that the continuous representation doctrine—which
tolls the limitations period—does not apply because DLA’s representation of Hoffman,
with respect to the specific subject matter in which DLA’s alleged wrongful act or
omission occurred, ended on December 10, 2020—when the stock-swap agreements were
signed and the negotiations related to them necessarily concluded. See id. at 9-12.
2. Cal. Civ. Proc. Code § 340.6
Section 340.6 of the California Code of Civil Procedure provides, in relevant part:
An action against an attorney for a wrongful act or omission, other than for actual
fraud, arising in the performance of professional services shall be commenced
within one year after the plaintiff discovers, or through the use of reasonable
diligence should have discovered, the facts constituting the wrongful act or
omission, or four years from the date of the wrongful act or omission, whichever
occurs first.
Cal. Civ. Proc. Code § 340.6.
Section 340.6 “states two distinct and alternative limitation periods: one year after
actual or constructive discovery, or four years after occurrence (the date of the wrongful
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ JS-6
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
act or omission), whichever occurs first.” Radovich v. Locke-Paddon, 35 Cal. App. 4th
946, 966 (1995) (emphases in original). An attorney asserting a statute of limitations
defense under section 340.6 “has the burden of proving ... that plaintiff discovered or
should have discovered the facts alleged to constitute defendant’s wrongdoing more than
one year prior to filing this action.” See Samuels v. Mix, 22 Cal. 4th 1, 8-9 (1999).
Section 340.6] applies to an action for malpractice as well as breach of fiduciary duty
arising out of the performance of an attorney’s professional duties, but it does not apply
to actions for fraud.” Prakashpalan v. Engstrom, Lipscomb & Lack, 223 Cal. App. 4th
1105, 1121 (2014).
The one-year limitations period specified in section 340.6 is “triggered by the
client’s discovery of ‘the facts constituting the wrongful act or omission,’ not by his
discovery that such facts constitute professional negligence, 1.e., by discovery that a
particular legal theory is applicable based on the known facts.” Croucier v. Chavos, 207
Cal. App. 4th 1138, 1146 (2012) (cleaned up) (citation omitted). ““‘It is irrelevant that the
plaintiff is ignorant of his legal remedy or the legal theories underlying his cause of
action.”” Worton v. Worton, 234 Cal.App.3d 1638, 1650 (1991) (quoting Gutierrez v.
Mofid, 39 Cal. 3d 892, 898 (1985)).
Section 340.6 allows the limitations period to be tolled under certain
circumstances, including when the “plaintiff has not sustained actual injury” and when
the “attorney continues to represent the plaintiff regarding the specific subject matter in
which the alleged wrongful act or omission occurred.” Cal. Civ. Proc. Code §§
340.6(a)(1), (a)(2). Tolling is expressly disallowed for any reasons not enumerated in §
340.6. Laird v. Blacker, 2 Cal. 4th 606, 618 (1992). Therefore, “[t]o determine whether
Plaintiffs’ claims are barred by the one-year statute of limitations, the Court must ...
answer two questions: (1) when Plaintiffs were put on inquiry notice of the facts giving
rise to their claims and (2) whether any of the enumerated bases for equitable tolling
apply to Plaintiffs’ claims.” Heldman v. Zerner, No. CV 19-8185-GW-PJWX, 2020 WL
10893174, at *5 (C.D. Cal. Apr. 10, 2020).
Under section 340.6(a)(1), the claim does not accrue until the plaintiff suffers an
actual injury. See Callahan v. Gibson, Dunn & Crutcher, 194 Cal. App. 4th 557 (2011).’
7 Claims for legal malpractice are also subject to a four-year statute of repose which does
not apply here.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ JS-6
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
For purposes of section 340.6(a)(1), “[a]ctual injury occurs when the client suffers any
loss or injury legally cognizable as damages in a legal malpractice action based on the
asserted errors or omissions.” Jordache Enters.. Inc. v. Brobeck, Phleger & Harrison, 18
Cal. 4th 739, 743 (1998).° “[W]hen malpractice results in the loss of a right, remedy, or
interest, or in the imposition of a liability, there has been actual injury regardless of
whether future events may affect the permanency of the injury or the amount of monetary
damages eventually incurred.” Foxborough v. Van Atta, 26 Cal. App. 4th 217, 227
(1994).
Section 340.6(a)(2) also provides that the limitations period is “tolled during the
time” that the “attorney continues to represent the plaintiff regarding the specific subject
matter in which the alleged wrongful act or omission occurred.” Cal. Civ. Proc. Code §
340.6(a)(2) (emphasis added). “[C]ourts have interpreted ‘specific subject matter’ very
narrowly.” Elhott v. Mitsubishi Cement Corp., No. CV 07-03509-AG AJWX, 2008 WL
4286985, at *4 (C_D. Cal. Sept. 15, 2008).
3. Analysis
To determine whether Hoffman’s claims against DLA are timely, the Court
proceeds to analyze “(1) when [Hoffman] w{as] put on inquiry notice of the facts giving
rise to [his] claims and (2) whether any of the enumerated bases for equitable tolling
apply to [Hoffman’s] claims.” Heldman v. Zerner, No. CV 19-8185-GW-PJWX, 2020
WL 10893174, at *5 (C.D. Cal. Apr. 10, 2020).
Both of Hoffman’s legal malpractice and breach of fiduciary duty claims against
DLA are predicated on the same alleged misconduct by DLA: (1) that DLA “fail[ed] to
act to obtain and preserve critical rights of Better Nutritionals and Sharon Hoffman,”
8 The Jordache court noted that “[t]here are no short cut ‘bright line’ rules for
determining actual injury under section 340.6. [Citations.] Instead, actual injury issues
require examination of the particular facts of each case in light of the alleged wrongful
act or omission.” Id. at 766. Moreover, the court noted that “(1) determining actual
injury is predominantly a factual inquiry; (2) actual injury may occur without any prior
adjudication, judgment, or settlement: (3) nominal damages, speculative harm, and the
mere threat of future harm are not actual injury; and (4) the relevant consideration 1s the
fact of damage, not the amount.” Id. at 743 (citations omitted).
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ JS-6
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
TAC 165, 169; and (2) that DLA “act[ed] as counsel for Goli, on the one hand, and
Better Nutritionals and Sharon Hoffman, on the other hand, [and] plac|ed| the interests of
Goli above the interests of Better Nutritionals and Sharon Hoffman.” Id. {| 165, 169.
Moreover, both of Hoffman’s claims are predicated on alleged misconduct by DLA that
necessarily occurred before the signing of the stock-swap agreements on December 10,
2020 because there 1s no evidence suggesting that Hoffman’s claims against DLA may be
predicated on alleged misconduct by DLA that occurred after the stock-swap agreements
were signed. This is so because all asserted injuries that form the basis of Hoffman’s
claims against DLA arise from DLA’s alleged failure to adequately represent Hoffman
and his interests during negotiations with Goli over the stock-swap agreements and when
the stock-swap agreements were finally executed. See Resp. | 4] 29-34; Resp. 2 4 2, 19-
20, 22, 25-26; see also TAC 165, 169, 76, 90.
The Court finds that there is no genuine dispute that Hoffman was put on inquiry
notice of the facts constituting his legal malpractice claim against DLA (to the extent that
this claim is predicated on the theory that DLA negligently negotiated the terms of the
stock-swap agreements) no later than August 2021.° In August 2021, Hoffman himself
admits that “[he] began to appreciate that certain provisions of the stock-swap agreements
were operating against [his] interests,” following “a dispute [that] arose [in or around
August 2021] regarding Better Nutritionals’ ability to offer excess manufacturing
capacity to other customers.” Hoffman Decl. § 10. Although Hoffman claims that, in
August 2021, “[he] did not yet understand that DLA had been negligent in negotiating
those provisions or that [he] had legal claims against DLA,” 1d., “[1]t 1s irrelevant that the
plaintiff is ignorant of his legal remedy or the legal theories underlying his cause of
action.” Worton v. Worton, 234 Cal. App. 3d 1638, 1650 (1991) (quoting (Gutierrez v.
Mofid, 39 Cal.3d 892, 898 (1985)). Instead, “[t]he one-year period is triggered by the
client’s discovery of ‘the facts constituting the wrongful act or omission,’ not by his
discovery that such facts constitute professional negligence.” Id. Therefore, the
undisputed facts demonstrate that Hoffman, by August 2021, “discover[ed], or through
the use of reasonable diligence should have discovered, the facts constituting” his
malpractice claim; namely, the fact that DLA had allegedly negligently handled the
° Plaintiff claims that the unfavorable final terms of the executed stock-swap agreements
were due to DLA’s malpractice. TAC 4 165. Plaintiff thus claims that by negotiating
unfavorable terms, DLA committed malpractice.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ JS-6
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
negotiation of the terms of the stock-swap agreements to the detriment of Hoffman’s
interests. Cal. Civ. Proc. Code §§ 340.6(a). Thus, for purposes of triggering the section
340.6 one-year limitations period with respect to Hoffman’s malpractice claim, as
defined above, Hoffman was put on constructive notice of DLA’s alleged wrongful acts
no later than August 2021.!° Unless the one-year limitations period of section 340.6 is
tolled, the latest date Hoffman could file such claim against DLA was a year later in
September 2022.
The Court further finds that there is no genuine dispute that Hoffman was put on
inquiry notice no later than October 28, 2020 of the facts constituting his breach of
fiduciary claim against DLA and which form the basis of his legal malpractice claim
against DLA on the additional theory that DLA breached its fiduciary duty because of its
conflict of interest in representing Goli, a party adverse to Hoffman in the underlying
stock-swap agreement negotiations.‘ On October 22, 2020, then-DLA partner Safraz
Ishmael advised Hoffman that “because the firm represents both [Better Nutritionals] and
Goli, [DLA will] have to figure out conflicts and waivers, if possible, depending on the
structure of the deal |1.e., the stock-swap transaction].” Resp. 1 17. On October 28,
10 Even assuming, arguendo, that the one-year section 340.6 limitations period for this
claim was not triggered on August 2021, the limitations period would have been triggered
no later than February 2022, when it is undisputed that Hoffman sought to amend the
stock-swap transaction at the recommendation of a third-party financing company who
identified “certain structural problems with the agreements that were preventing Better
Nutritionals from obtaining financing. ...” Resp. 2 § 46; Hoffman Decl. 4] 11. Hoffman
then entered into an agreement with Goli in March 2022 that modified the terms of the
stock-swap agreements. Resp. 1 § 47. Thus, the undisputed evidence demonstrates that
Hoffman “discover|ed] ... ‘the facts constituting [DLA’s alleged] wrongful act or
omission’” no later than August 2021, and certainly no later than February 2022, when
Hoffman sought to amend the stock-swap transaction that he alleges DLA negligently
negotiated. Croucier v. Chavos, 207 Cal. App. 4th 1138, 1146 (2012) (cleaned up)
(citation omitted).
Namely, these alleged facts are that DLA represented Hoffman in negotiations over the
stock-swap agreements with Goli while DLA was also representing Goll, albeit in
unrelated matters, and that as a result, DLA placed the interests of Goli above the
interests of Hoffman and Better Nutritionals. TAC § 165, 169.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ JS-6
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
2020, Ishmael sent Sharon Hoffman an email with the conflict waiver, stating: “As we
discussed, below is the conflict waiver agreement. Please review, and if everything looks
okay, you can just respond to this email with ‘I agree.’” Id. 4 18. The conflict waiver
that Ishmael sent to Sharon Hoffman on October 28, 2020 stated that Sharon Hoffman
had asked DLA to represent both him and Better Nutritionals in the “Goli
Nutrition/Better Nutritionals Investment.” Id. { 19. The conflict waiver also identified
the “Counterparty” as “Goli Nutrition Inc., Michael Bitensky, and Deepak Agarwal.” Id.
The waiver also disclosed that “DLA Piper represents Counterparty” in “Various
Unrelated Matters” and disclosed that DLA “currently represents, in the past has
represented and will continue to represent, the Counterparty in connection with Unrelated
Matters.” Id. §[ 21-22. The conflict waiver concluded: “Please indicate [your]
agreement and consent to the foregoing matters by reply e-mail. If you have any
questions, please do not hesitate to contact me.” Id. § 23. On October 28, 2020, Sharon
Hoffman responded to the conflict waiver that Ishmael sent on October 28, 2020, stating,
“T agree. Thank you.” Id. 24. Hoffman read the waiver and did not consult
independent counsel before signing it. Id. 25, 27. Therefore, the undisputed facts
demonstrate that Hoffman, by October 28, 2020, “discover[ed], or through the use of
reasonable diligence should have discovered, the facts constituting” his breach of
fiduciary and malpractice claim: namely, the fact that DLA had allegedly deficiently
handled the negotiation of the stock-swap agreements to the detriment of Hoffman’s
interests because DLA was simultaneously representing Goli (a party adverse to Hoffman
in the stock-swap transaction) in “Various Unrelated Matters.” Resp. 1. J 21-22: Cal.
Civ. Proc. Code § 340.6(a). Thus, for purposes of triggering the section 340.6 limitations
period with respect to his breach of fiduciary duty claim and his malpractice claim, as
defined above, Hoffman was put on constructive notice of DLA’s allegedly wrongful
conduct no later than October 28, 2020. Unless the one-year limitations period of section
340.6 is tolled, the latest date Hoffman could file such claim against DLA was a year
later on October 28, 2021.
The Court further finds that there is no basis for tolling the limitations period on
either of Hoffman’s claims such that the claims, filed against DLA on August 13, 2023,
are timely; thus, Hoffman’s legal malpractice claim and breach of fiduciary duty claim
against DLA are time barred.
First, Hoffman’s limitation period was not tolled on the ground that “|Hoffman|
has not sustained actual injury.” Cal. Civ. Proc. Code § 340.6(a)(1). As discussed,
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ JS-6
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
Hoffman alleges that DLA is liable to him for legal malpractice and breach of fiduciary
duty under the following two theories: (1) that DLA negligently represented Hoffman in
negotiating the terms of the stock-swap agreements with Goli; and (2) that DLA’s
representation of Hoffman was deficient and conflicted because DLA simultaneously
represented Goli, a party adverse to Hoffman, at the same time that DLA represented
Hoffman in negotiations with Goli over the stock-swap agreements. See TAC {J 164-
169; Resp. 1 § 63. As discussed, both of Hoffman’s claims and theories are predicated on
alleged misconduct by DLA that occurred before the signing of the stock-swap
agreements on December 10, 2020. The relevant inquiry, for purposes of tolling under
Cal. Civ. Proc. Code § 340.6(a)(1), is when Hoffman suffered “actual injury” because of
DLA’s alleged misconduct. For purposes of section 340.6(a)(1), “[a]ctual injury occurs
when the client suffers any loss or injury legally cognizable as damages in a legal
malpractice action based on the asserted errors or omissions.” Jordache Enters., Inc. v.
Brobeck, Phleger & Harrison, 18 Cal. 4th 739, 743 (1998). Where a plaintiff's claims
against an attorney are based on allegedly “[nJegligent legal advice which induce[d| [the
plaintiff] to enter into a binding contract,” the limitations period typically begins “at the
point of entry” into the contract; this is so because “[e|ntering a contract is a jural act
which alters the legal relations of the parties and creates an obligation.” Hensley v.
Caietti, 13 Cal. App. 4th 1165, 1174, 16 Cal. Rptr. 2d 837 (1993). However, actual
injury resulting from legal malpractice may in some circumstances occur later than the
date of contract formation where “the specific provisions that adversely impacted the
former client of the allegedly negligent attorney | [a]re [not] effective immediately.”
Callahan v. Gibson, Dunn & Crutcher LLP, 194 Cal. App. 4th 557, 572 (2011). For
example, in Callahan, the California Court of Appeal held that the date of entry of an
(allegedly negligently-drafted) partnership agreement did not constitute the date of the
plaintiff's actual injury for purposes of triggering the § 340.6 limitations period because
the applicability of the partnership agreement was contingent on the occurrence of a
certain event (pertaining to the order in which certain parties to the agreement died or
became incapacitated) that “created only a potential for harm” that may not “have ...
ripened into actual injury.” See id. at 573-74.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ JS-6
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
Here, the rule from Hensley—as opposed to that from Callahan'*—is apposite
because there is no genuine dispute that the signing of the stock-swap agreements altered
the legal relations of the parties to the agreements effective immediately when they were
signed on December 10, 2020. See Resp. 1 28-40. In other words, the moment the
stock swap agreements were signed, “[Hoffman] [allegedly] sustain[ed] actual injury”
because “[Hoffman] c[ould then immediately] plead a legal malpractice cause of action.”
Jordache, 18 Cal. 4th at 756. See also Turley v. Wooldridge, 230 Cal. App. 3d 586, 593
(1991) (“When [plaintiff] signed [a] purportedly unfair [a]greement [that effectuated
present transfers of interest in property| on the alleged negligent advice of counsel and
thereby rendered it effective, all essential elements of her cause of action for legal
malpractice had occurred. There was no justification for tolling the statute of limitations
beyond that point.”). Under either of Hoffman’s two theories underlying his malpractice
and breach of fiduciary claims, Hoffman suffered actual injury no later than December
10, 2020. Thus, under Cal. Civ. Proc. Code § 340.6(a)(1), the limitations period on both
of Hoffman’s claims may be tolled only until December 10, 2020. However, because
Hoffman filed suit on August 13, 2023, and because he was put on inquiry notice of his
! The Court notes that the California Court of Appeal’s decision in Callahan did not cast
doubt on the validity of the rule from Hensley or other relevant precedent that supports
the Court’s conclusion here; the Callahan court distinguished Hensley because the
contract at issue in Hensley and “the specific provisions [therein] that adversely impacted
the former client of the allegedly negligent attorney|] were effectively immediately,” as 1s
the case here. Callahan, 194 Cal. App. 4th at 572 (2011) (emphasis added). See also id.
at 570 (“Without question, a party’s alteration of its legal position in reliance on its
counsel can constitute actual injury ....””) (emphasis added). See also Jordache Enters..
Inc. v. Brobeck, Phleger & Harrison, 18 Cal. 4th 739, 750 (1998) (“[A]ctual injury may
consist of impairment or diminution, as well as the total loss or extinction, of a right or
remedy. ... [w]hen malpractice results in the loss of a right, remedy, or interest, or in the
imposition of a liability, there has been actual injury regardless of whether future events
may affect the permanency of the injury or the amount of monetary damages eventually
incurred.”’) (emphasis added) (cleaned up). See also Foxborough v. Van Atta, 26 Cal.
App. 4th 217, 227 (1994) (“[Section 340.6] does not depend on the plaintiff's recognizing
actual injury. Actual injury must be noticeable, but the language of the tolling provision
does not require that it be noticed.”’).
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ JS-6
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
claims against DLA more than a year before August 13, 2023, tolling under Cal. Civ.
Proc. Code § 340.6(a)(1) does not preserve the timeliness of his claims.
Second, Hoffman’s claims may not be tolled to preserve their timeliness on
grounds that DLA “continue[d] to represent [Hoffman] regarding the specific subject
matter in which the alleged wrongful act or omission occurred.” Cal. Civ. Proc. Code §
340.6(a)(2). Section 340.6 allows the limitations period to be “tolled during the time”
that the “attorney continues to represent the plaintiff regarding the specific subject matter
in which the alleged wrongful act or omission occurred.” Cal. Civ. Proc. Code § 340.6
(emphasis added). “[C]ourts have interpreted ‘specific subject matter’ very narrowly.”
Elliott v. Mitsubishi Cement Corp., No. CV 07-03509-AG AJWX, 2008 WL 4286985, at
*4 (C_D. Cal. Sept. 15, 2008). Furthermore:
The continuous representation rule, as codified in section 340.6, subdivision (a), is
not triggered by the mere existence of an attorney-client relationship. Instead, the
statute’s tolling language addresses a particular phase of such a relationship—
representation regarding a specific subject matter. Moreover, the limitations period
is not tolled when an attorney’s subsequent role is only tangentially related to the
legal representation the attorney provided to the plaintiff.
Pension Tr. Fund for Operating Eng’rs Loc. 3 v. McMorgan & Co., No. CIV. S-06-
904 WBS JF, 2007 WL 201247, at *9 (E.D. Cal. Jan. 24, 2007) (quoting Foxborough v.
Van Atta, 26 Cal.App.4th 217, 228-29 (1994)).
Here, there is no dispute that the specific subject matter in which DLA’s alleged
wrongful act or omission occurred pertains to the stock-swap transaction (“the specific
subject matter”).'? All of Hoffman’s alleged injuries stem from DLA’s alleged wrongful
conduct in relation to the negotiation and execution of the stock-swap agreements, and no
evidence suggests otherwise. Moreover, there is no genuine dispute that “DLA did not
13 DLA appears to argue that the specific subject matter at issue is the negotiation and
execution of the stock-swap agreements to the exclusion of any post-agreement legal
work. See Reply at 9-10. However, viewing the facts in the light most favorable to
plaintiffs, the nonmoving parties, the Court finds the specific subject matter at issue to
encompass legal work that DLA may have done for Hoffman relating to the agreements
even after they were executed.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ JS-6
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
perform any legal work for Sharon Hoffman in connection with the stock-swap
transaction at any point after 2021.” Resp. 1 441. This fact is undisputed because
plaintiffs have set forth no evidence contesting this admitted fact'*; plaintiffs merely
object to the fact on evidentiary grounds which are meritless.’
4 The contention by DLA that “DLA did not perform any legal work for Sharon
Hoffman in connection with the stock-swap transaction at any point after 2021” is
supported by DLA’s request for admission no. 38 to plaintiff Sharon Hoffman, dated
August 29, 2025, which states: “Admit that DLA Piper did not represent You personally
in connection with the Stock Swap Transaction in 2022 or anytime thereafter.” Dkt. 489-
10, Nowicki Decl. Ex. 10 (DLA’s requests for admission to Sharon Hoffman) at 9. On
September 29, 2025, plaintiffs responded “Admit” to DLA’s request for admission no.
38. Dkt. 489-11, Nowicki Decl. Ex. 11 (Plaintiffs’ response to DLA’s requests for
admission) at 2. Given this admission, the fact that “DLA did not perform any legal work
for Sharon Hoffman in connection with the stock-swap transaction at any point after
2021” is undisputed.
Plaintiffs object to the evidence supporting this fact on several evidentiary grounds: (1)
“DLA’s Requests for Admission are not independently admissible evidence”; (2) “[t]he
requests themselves have no evidentiary value absent Plaintiffs’ admissions in response
thereto”; (3) “the RFAs contain assertions of fact or law ... [and] constitute out-of-court
statements by a party and legal conclusions that are not proper evidence on summary
judgment”; and (4) the “[RFA] exhibit is misleading” “[t]o the extent DLA relies on
selected responses without providing the full context of the qualifying language,
explanations, or objections included therein.” Dkt. 496-2. Each of these objections is
meritless and is overruled. First, “admissions to requests for admissions can be used as
evidence in motions for summary judgment.” Hartford Underwriters Ins. Co. v. Jobber's
Wholesale, Inc., No. CV147522JFWMRWX, 2015 WL 12765462, at *3 (C.D. Cal. July
13, 2015). Second, the fact asserted in DLA’s request for admission no. 38 has
evidentiary value because the fact was admitted by Hoffman when plaintiffs filed their
response to DLA’s requests for admission. Dkt. 489-11 at 2. Third, “[d]ocuments
produced in response to discovery requests are admissible on a motion for summary
judgment since they are self-authenticating and constitute the admissions of a party
opponent.” Welenco, Inc. v. Corbell, 126 F. Supp. 3d 1154, 1163 (E.D. Cal. 2015): See
also Fed. R. Evid. 801(d)(2)(A). Fourth, nothing about DLA’s presentation of its
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ JS-6
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
Plaintiffs suggest that because DLA may have engaged in “post-closing work” for
plaintiffs pertaining to the stock-swap agreements, the limitations period for Hoffman’s
claims should be tolled to preserve the timeliness of Hoffman’s claims. See Opp. at 22.
Plaintiffs argue that their expert, Joel Osman, “specifically opines that there is a genuine
dispute regarding whether DLA’s representation extended beyond the closing [of the
stock-swap transaction] and whether DLA continued representing Plaintiffs concerning
matters arising from the [stock-swap]| transaction and its consequences.” Id. at 22-23.
However, neither plaintiffs nor Osman presents any evidence that DLA engaged in “post-
closing work” for DLA pertaining to the stock-swap agreements at any point after 2021.
Accordingly, this fact is not genuinely disputed. See Lujan v. Defs. of Wildlife, 504 U.S.
555, 561 (1992) (“In response to a summary judgment motion, ... the plaintiff can no
longer rest on such ‘mere allegations,’ but must ‘set forth’ by affidavit or other evidence
“specific facts,’ Fed.Rule Civ.Proc. 56(e) ....”).
Plaintiffs also argue that because DLA “never clearly terminated its representation
of Sharon Hoffman individually,” Hoffman’s claims against DLA are not time barred
under the “continuous representation” provision. Id. at 22. This argument is meritless.
That Hoffman never received or signed a disengagement letter does not change the
undisputed fact that DLA did not “continue|] to represent [Hoffman] regarding the
specific subject matter” at any point after 2021. See Cal. Civ. Proc. Code § 340.6. See
Nguyen v. Ford, 49 Cal. App. 5th 1, 13 (2020) (“|W]hether termination of representation
has ended for purposes of section 340.6(a)(2) does not depend on whether the attorney
has formally withdrawn from representation, such as by securing a court order granting
permission to withdraw. Section 340.6(a)(2) contains no such requirement, and courts
have been unwilling to add language to the statute it does not contain.”). Rather, “[t]o
determine whether the continuous representation exception applies, the inquiry is not
whether an attorney-client relationship still exists but when the representation of the
specific matter terminated.” Id. at 12. Tolling ends when “a client has no reasonable
requests for admission and Hoffman’s responses thereto is misleading: DLA’s exhibits
contain the entirety of its requests for admission to Sharon Hoffman and the entirety of
Hoffman’s responses thereto. Dkt. 489-10; Dkt. 489-11. In short, all of plaintiffs’
objections to DLA’s evidence in support of the undisputed fact that “DLA did not
perform any legal work for Sharon Hoffman in connection with the stock-swap
transaction at any point after 2021,” are meritless and overruled.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ JS-6
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
expectation that the attorney will provide further legal services.” Id, at 14 (internal
quotation marks and citation omitted). “Continuity of representation ultimately depends,
not on the client’s subjective beliefs, but rather on evidence of an ongoing mutual
relationship and of activities in furtherance of the relationship.” GoTek Energy, Inc. v.
SoCal IP L. Grp.. LLP, 3 Cal. App. Sth 1240, 1247-48 (2016) (emphasis added) (citation
omitted). Although determining whether the continuous representation exception applies
to toll the statute of limitations is generally a question of fact, it “can be decided as a
question of law if the undisputed facts can support only one conclusion.” Nguyen, 49
Cal. App. 5th at 14 (internal quotation marks and citation omitted).
Here, plaintiffs point to no evidence that DLA’s representation of Hoffman with
respect to the stock-swap agreements continued at any point after 2021, such that
Hoffman could have reasonably expected that DLA would thereafter provide further legal
services with respect to the stock-swap agreements. See id. at 15 (upholding the
attorney’s demurrer to plaintiff's legal malpractice claim where, as here, “[plaintiff] ...
djid| not assert any ongoing legal contacts with [legal counsel] related to the matter” and
did not allege that “[plaintiff] continued to communicate with [counsel] about the
[matter]”). Rather, the undisputed record demonstrates that “DLA did not perform any
legal work for Sharon Hoffman in connection with the stock-swap transaction at any
point after 2021,” Resp. 1 41, and that Hoffman agreed, when he retained DLA, that
“{DLA’s] representation of [Sharon Hoffman and Better Nutritionals] with respect to a
particular matter will terminate upon conclusion of [DLA]’s active involvement in the
matter (even if the Firm continues active involvement in other matters on [their] behalf).”
Dkt. 494-8 at 14 (emphases added). Any dispute as to whether and when DLA
terminated its representation of Hoffman generally or with respect to other matters is not
relevant for purposes of tolling pursuant to section 340.6’s continuous representation
provision, which “1s not triggered by the mere existence of an attorney-client
relationship.” Foxborough, 26 Cal. App. 4th at 228-29.
DLA’s August 15, 2022 “Dis-engagement Letter” addressed to Better Nutritionals,
Dkt. 494-8, does not support Hoffman’s argument that August 15, 2022 is the date from
which the statute of limitations on Hoffman’s claims ran. This “Dis-engagement Letter”
upon which Hoffman relies, on its face, relates to DLA’s separate representation of Better
Nutritionals and does not relate to DLA’s representation of Hoffman in connection with
the stock-swap transaction. Id. 494-8 at 3 (“I am writing to confirm that, pursuant to your
directions, [DLA’s] representation of Better Nutritionals, LLC with respect to the
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ JS-6
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
Alarcon v. Better Nutritionals employee lawsuit has terminated, effective May 24,
2022.”). Hoffman points to no evidence that DLA’s representation of Hoffman with
respect to the stock-swap agreements continued at any point after 2021.
Given that Hoffman was put on inquiry notice of his claims against DLA in or
before August 2021, and given the undisputed fact that DLA did not represent Hoffman
in connection with the stock-swap transaction at any point after 2021, the latest date that
Hoffman’s claims could be timely filed would be the end of 2022, pursuant to the
“continuous representation” provision of section 340.6(a)(2). See Lantzy v. Centex
Homes, 31 Cal. 4th 363, 370 (2003) (holding that in the context of equitable tolling, “the
limitations period stops running during the tolling event[] and begins to run again only
when the tolling event has concluded”). Because it is undisputed that Hoffman did not
file his legal malpractice and breach of fiduciary duty claims against DLA until August
11, 2023, his claims are time barred.
DLA 1s entitled to summary judgment on both of Hoffman’s claims because,
pursuant to section 340.6(a), there is no genuine dispute that Hoffman filed such claims
after the one-year limitations period had expired and because there is no basis for tolling
the limitations period such that his claims are timely. The Court need not address the
parties’ arguments regarding the merits of Hoffman’s claims against DLA. See Villarreal
v. Am. Med. Sys., Inc., No. CV201641PSGPLAX, 2020 WL 4390372, at *2 (C.D. Cal.
May 6, 2020) (“Because the Court holds that the statute of limitations bars Plaintiffs
claims, it does not reach the merits.’’).
B. DLA/’s Motion for Sanctions
On October 31, 2023, DLA Piper LLP (US) (“DLA”) filed a motion for sanctions
against plaintiffs’ counsel, Max Folkenflik of Folkenflik & McGerity LLP and Leonard
M. Shulman of Shulman Bastian Friedman & Bui LLP (“Shulman Bastian”), under Rule
11 of the Federal Rules of Civil Procedure (“Rule 11”) for the filing of plaintiffs’
complaint. Dkt. 22. On December 9, 2023, Folkenflik & McGerity LLP, on behalf of
plaintiffs, filed an opposition to DLA’s motion for sanctions. Dkt. 57. On December 22,
2023, DLA filed a reply. Dkt. 67.
On January 17, 2024, the Court denied DLA’s motion for sanctions and reserved
judgment on sanctions for decision at the conclusion of the case. Dkt. 81 at 26.
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES —- GENERAL ‘Oo’ JS-6
Case No. 2:23-cv-06597-CAS-MAAx Date August 6, 2026
Title Sharon Hoffman et al. v. Goli Nutrition, Inc. et al.
On October 1, 2024, Shulman Bastian filed a motion to withdraw as local counsel
for plaintiffs. Dkt. 152. On October 30, 2024, the Court granted Shulman Bastian’s
motion to withdraw. Dkt. 172.
Based on Dkt. 475 (described above in the introduction) and the Court’s current
ruling granting summary judgment in favor of DLA, it appears that all pending matters
have been resolved, and that this case should be closed. Having carefully considered the
parties’ arguments and submissions, the Court denies DLA’s motion for sanctions, Dkt.
22.
V. CONCLUSION
In accordance with the foregoing, the Court GRANTS DLA Piper LLP (US)’s
motion for summary judgment on plaintiff Sharon Hoffman’s legal malpractice and
breach of fiduciary duty claims against DLA, Dkt. 488.
The Court DENIES DLA’s motion for sanctions, Dkt. 22.
DLA is dismissed from this action, with prejudice.
IT IS SO ORDERED.
00 : 00
Initials of Preparer CMI