Riva v. Jones CA2/5

Opinion

Filed 9/17/26 Riva v. Jones CA2/5 NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for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 This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.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

SECOND APPELLATE DISTRICT

DIVISION FIVE

JULIA RIVA et al., B336984 Plaintiffs, Cross-defendants and (Los Angeles County Respondents, Super. Ct. No. BC720162) v. JOPHE JONES et al., Defendants, Cross-complainants and Appellant.

APPEAL from a judgment of the Superior Court of Los Angeles County, Lia Martin, Judge. Dismissed in part, affirmed in part. Foley Bezek Behle & Curtis, Roger N. Behle, Jr., and Jordan A. Liebman for Defendants, Cross-complainants and Appellant. Kowal Law Group, Timothy M. Kowal, Teddy T. Davis and Richard J. Radcliffe for Plaintiffs, Cross-defendants and Respondents. ___________________ Appellant Jophe Jones (Jones) appeals from a portion of a judgment after a bench trial that was entered in favor of her sister Julia Riva (Riva) and Four Jays Music Company (Four Jays) in this action concerning the rights to songs composed by Harry Warren. Shortly after judgment was entered, Riva passed away. We conclude Jones’s motion to substitute the executor of Riva’s estate as a respondent on appeal must be denied for failure to timely comply with the creditor claim statutes of the Probate Code, and the appeal as to the decedent Riva must be dismissed. With respect to the appeal involving Jones’s claims against Four Jays, Jones contends: (1) the trial court found in the first phase of trial that a written assignment of copyright interests to Four Jays in 1996 was not valid or enforceable, but failed to apply the same finding in the second phase of trial; (2) the finding that Jones failed to establish ownership of certain copyright interests is not supported by substantial evidence because if the 1996 assignment was not effective, her ownership was undisputed; (3) the trial court misapplied the burden of proof by requiring Jones to disprove an affirmative defense; and (4) the trial court erred by analyzing her claims for misappropriation and breach of fiduciary duty as derivative claims. We reject the first contention of error, because the trial court did not determine in phase one that the 1996 assignment was invalid or unenforceable. Rather, the trial court found some rights to income from Warren’s songs were not transferred to Four Jays by the 1996 assignment, so Riva and Four Jays failed to establish equitable defenses that required finding all interests had been transferred to Four Jays. Accordingly, the trial court 2 did not act inconsistently in the second phase of trial by considering the 1996 amendment. We also reject Jones’s second and third contentions. The trial court’s finding in phase two – that Jones failed to establish she owned any particular copyright interest in any particular composition forming the basis of her claims – is supported by substantial evidence. And the trial court correctly required Jones to prove her ownership interest, which she failed to do; the court did not require her to disprove an affirmative defense. Finally, Jones’s contention that the trial court misunderstood her claims as derivative is not a basis for reversal here. The trial court analyzed Jones’s causes of action for misappropriation and breach of fiduciary duty alternatively on an individual and derivative basis. Although Jones did not allege derivative claims, no harm has been shown, because the court also ruled on her individual claims, and the court’s findings with respect to those individual claims are supported by substantial evidence. Therefore, we affirm.

FACTUAL AND PROCEDURAL BACKGROUND

A. Music Publishing Generally “A music publishing agreement is a contract between a songwriter and a publishing company that sets forth the ownership of the copyright in the subject musical compositions, and the division of revenue generated from the use of those compositions. Under the traditional form of music publishing agreement, the songwriter assigns his or her copyright interest in the composition to the publisher. In return, the publisher agrees 3 to promote and exploit the composition on the market, and pay the songwriter his or her share of royalties. (See generally Broadcast Music, Inc. v. Roger Miller Music, Inc. (6th Cir. 2005) 396 F.3d 762, 765 (Roger Miller) [describing the ‘basics of the music industry’].)” (Brown v. Goldstein (2019) 34 Cal.App.5th 418, 421 (Brown).) The types of royalty income generated through music publishing include: (1) “mechanical” royalties from sales of physical audio formats, like records; (2) “synchronization” royalties from synchronizing music with a visual image; (3) song book and folio royalties from the sale of printed music; and (4) “performance” royalties resulting from public performance of the composition. (Brown, supra, 34 Cal.App.5th at p. 421.) “In standard publishing agreements, the publisher is responsible for collecting the first three categories of royalties from third parties who have licensed the composition, and then paying the songwriter his or her contracted share of those royalties, typically 50 percent. However, the writer and publisher normally agree to affiliate with a ‘performing rights organization’ (PRO) to collect and distribute public performance royalties (hereafter performance royalties or performance income). ‘[Broadcast Music, Inc. (BMI)] and the American Society of Composers, Authors and Publishers (“ASCAP”) are the two principal [PROs] operating in the United States.’ (Roger Miller, supra, 396 F.3d at p. 765.) ‘Commonly, writers and publishers agree to be paid their respective shares of performing rights royalties directly by the [PRO].’ (Ibid.) As with most other forms of music publishing income, the songwriter is typically entitled to 50 percent of the performance royalties, and the publisher is 4 entitled to the remaining 50 percent.” (Brown, supra, 34 Cal.App.5th at pp. 421–422.) The separate royalty streams from performance income are referred to as the “writer’s share” or “writer’s performance royalties,” and the “publisher’s share.”

B. Facts 1. Creation of Property Interests During his lifetime, Warren wrote hundreds of songs. He entered into contracts with music publishers to exploit specific works, which included a negotiated share of royalties for the writer or co-writers. He received payments through these contracts, such as through his contract with the predecessor to Warner Chappell. In addition, Warren received the writer’s share of performance royalties separate and apart from amount collected by the publishing companies. In 1955, Warren founded the corporation Four Jays to generate revenue from rights that reverted to him after termination of the original publishing contracts. Four Jays’ articles of incorporation state that the primary business of the company is music publishing. The purpose of the corporation expressly includes ownership of copyrights and analogous rights. During his lifetime, Warren assigned his rights, title, and interest in several songs to Four Jays, including renewal copyrights throughout the world. The assignments were recorded in the United States Copyright Office.

5 Four Jays maintains an archive, markets Warren’s compositions, acts as publisher, and oversees sub-publishers around the world.

2. Inheritance, 1996 Assignment, and Operation of Four Jays Warren died in 1981. Ultimately, Warren’s shares of Four Jays were inherited by his grandchildren: Jones, Riva, and Peter Hacker (the heirs). In addition, the heirs inherited Warren’s rights to writer’s performance royalties. ASCAP pays writer’s performance royalties directly to Warren’s heirs, including Jones. The writer’s performance royalties generated by Warren’s compositions are not paid to Four Jays. The heirs also inherited Warren’s rights to royalties still being paid by music publishers under Warren’s original contracts. A renegotiated agreement with Warner Chappell included a list of songs to which it applies. In 1996, Riva and Jones bought out Hacker’s interest in Four Jays as part of a settlement agreement. Each shareholder heir was represented by a separate attorney, and Riva and Jones additionally had a lawyer representing them who specialized in copyright and music business law. The settlement agreement stated the parties intended to transfer Hacker’s interest in Four Jays and all of Hacker’s rights in the musical compositions included in “the Works of Harry Warren” to Four Jays. The settlement agreement acknowledged, however, that “there exist other musical compositions and works of Harry Warren for which Hacker, Jones and Riva receive, and 6 have received, royalties and other remunerations from Warner/Chappell Music, Inc., Song[w]riters Guild, ASCAP[,] and others[,] through the Harry Warren Trust, Cookie Jones Trust, Josephine Warren Living Trust, Estate of Cookie Jones, etc., all separate and apart from the Works of Harry Warren.” Riva, Jones, and Riva’s son executed an “Assignment” amongst themselves as part of the buyout of Hacker’s rights (the 1996 assignment). The 1996 assignment stated in pertinent part: “For valuable consideration, receipt of which is hereby acknowledged, the undersigned on behalf of themselves, their respective heirs, successors, representatives and assignees (‘Assignor’) do hereby irrevocably assign, set over and transfer to Four Jays Music Company, a California corporation, (‘Assignee’) perpetually and for the entire Universe, all of the undersigneds’ right, title and interest in and to the musical compositions or any part or portion thereof listed in Schedule A attached hereto and any and all rights and interests therein and thereto, including the registered copyrights listed in said Schedule A attached hereto; any and all other works, writer’s, author’s, publisher’s, subpublisher’s or other rights and interests of any kind or nature, whether musical, literary or otherwise, and in whatever form or media, created by Harry Warren, either alone or in collaboration with others, and as to which the Assignee or Assignor, or the former officers, directors or shareholder of the Assignee intended to be owned by the Assignee, including without limitation, works for which a claim to copyright has heretofore been registered with the U.S. Register of Copyrights in the name of the Assignee, whether listed on Schedule A or not, works for which a claim to copyright has not heretofore been registered at all, and works as to which copies were furnished or distributed to third parties by 7 Assignee or Assignor hereto . . ., and any renewals or extensions to any of the foregoing (herein, collectively ‘Works’). This assignment shall be effective as of the date hereof, but shall also relate to any and all income earned prior to the date hereof regardless of when paid which income was received by, or will hereafter be received by, Assignee in respect to the Works herein assigned. Assignor hereby irrevocably waives and relinquishes any and all claims against Assignee and agrees that neither they nor any of them shall assert any claim against Assignee, or any other person, firm or corporation, in respect to any income received by Assignee prior to the date hereof or thereafter from the Works herein assigned on the basis that such income or a portion thereof should have been paid to or received by Assignor or any of them or otherwise belonged to them or to any of them.” Attached to the assignment was an index for Four Jays entitled “Songs List.” The assignment was executed by Riva, Jones, and Riva’s son in August 1996. The assignment, together with the attached list of songs, was recorded with the United States Copyright Office on September 5, 1996. Hacker signed a separate assignment of rights to Four Jays. After the buyout, Riva and Jones were sole directors of Four Jays. Riva served as the president and general manger. She marketed Warren’s songs for sub-publishing agreements with music publishers and licensing agreements to use the music in productions. Jones served as the chief financial officer and secretary for Four Jays. She managed the money that Four Jays received from licensing deals, which was used to pay the company’s operating expenses, employee salaries, and distributions to the sole shareholders, Riva and Jones. For 8 example, when UPS licensed one of Warren’s songs in 2010, the publisher-share royalties were paid to Four Jays. Riva and Jones did not have “music publishing agreements” with Four Jays; they received W-2 income from Four Jays, including salaries and shareholder distributions, not royalty payments. Riva and Jones placed any publisher interests that reverted to Warren’s estate between 1996 and 2016 into Four Jays for exploitation by the corporation. Disputes arose between the heirs and Warner Chappell over the renegotiated music publishing agreement. Warner Chappell entered into a settlement agreement with the heirs in 1998 (the 1998 settlement). As a result of the 1998 settlement, Warner Chappell’s publishing contract continues to be in effect. The heirs receive payments from Warner Chappell directly. Warner Chappell does not make payments to Four Jays.

3. Disputes Over Song Rights in the British Reversionary Territories In 2002, Four Jays entered into sub-publishing agreements with Peermusic to market and license Warren’s songs in the British Reversionary Territories (BRT), which consist of Great Britain and former Commonwealth countries. Peermusic collects royalties generated from licensing several Warren compositions in the BRT, which it sends to Four Jays. The British Performing Rights Society (PRS) collects performance royalties, similar to ASCAP’s function in the United States. The PRS sent the publisher’s share of performance royalties collected on Warren’s songs in the BRT to Peermusic.

9 Jones, as chief financial officer, managed the royalty payments received from Peermusic. Four Jays actively sought to have old publishing contracts terminated and copyrights returned to the company. Four Jays’ year-end executive summary for 2014 noted that more than 330 copyrights in the BRT had been returned to Four Jays in 2014. Warner Chappell continued to receive the publisher’s share of royalties from Warren songs exploited in the BRT under the renegotiated music publishing agreement. In June 2015, Todd Hooker performed copyright research and other work for Four Jays. Warner Chappell’s sub-publisher requested documentation that Four Jays was the legal beneficiary of reclaimed copyrights in the BRT. In October 2015, Four Jays retained attorney Lisa Alter for advice on copyright matters, including the law applicable to the reversion of publisher’s rights in the BRT. In November 2015, Alter advised the company that the heirs retained rights to the exploitation of Warren compositions in the BRT. At the time, Alter was not aware of the 1996 assignment. In January 2016, growing disputes over governance of the company caused Jones to file an action for appointment of a provisional director, or alternatively, for involuntary dissolution (the provisional director action). In March 2016, Jones dismissed the portion of the action seeking involuntary dissolution. In April 2016, Jones incorporated Jophe J Music Company Inc. (JJMC). Jones directed ASCAP and Warner Chappell to remit her share of royalties to JJMC. On June 1, 2016, Jones’s personal attorney explained to Alter that Jones supported the effort to recover song rights in the BRT, but once the rights were recovered, Jones’s rights would 10 revert to her individually. Alter agreed that Jones’s share of rights in Warren compositions in the BRT would revert to her individually. On July 13, 2016, the trial court in the provisional director action appointed Edythe Bronston as a provisional director of Four Jays. Jones resigned as a director of Four Jays in October 2016. She appointed Hooker to replace her on the board. Jones paid Hooker $1,000 per month to serve and attend board meetings. Minutes of a Four Jays board meeting on November 7, 2016, reflect that an attorney located the 1996 assignment recorded with the copyright office. According to Alter, under post-2005 British law, heirs’ rights remain intact in the BRT. In other words, Hacker’s agreements and the assignments registered with the copyright office were valid everywhere except in the BRT. If true, songs claimed by Four Jays in the BRT belonged to the heirs, not Four Jays. Riva was concerned this information might cause Hacker to bring a lawsuit. The board agreed to obtain a second opinion. Minutes of a board meeting on November 21, 2016, reflect that Riva spoke with Alter about songs recovered in the BRT that were listed with Peermusic. Alter advised to tell Hacker about recovered songs in the BRT and pay him. According to Alter, British law overrides copyright assignments, and as a result, the rights in recovered songs belong to the heirs individually. In December 2016, Riva wrote an email to Jones stating, in relevant part, “Could you please confirm your intentions on the songs Peer[m]usic has reclaimed in the BRT. Do you want to assign them to Four Jays or not. [¶] Please let me know what you want to do so we can move forward.”

11 In February 2017, Riva wrote another email to Jones, stating that Jones had been instructed multiple times over the past two years to account to the heirs for their share of BRT income, and going forward, not to keep the heirs’ money in Four Jays. In March 2017, Jones and Hacker each entered into an agreement with music publisher Carlin Music Corporation to act as a third-party administrator for JJMC and Hacker’s corporation, with rights to administer, use, license and exploit certain Warren songs in the BRT. Carlin was to claim certain songs by Warren under the reversionary rights process and start managing exploitation of those songs after shares reverted to Jones and Hacker. Carlin contacted Peermusic, stated that it had been instructed to claim all Warren income in the BRT pertaining to heirs Jones and Hacker, and requested that all royalties collected by Peermusic for the songs be sent to Carlin instead of Four Jays. As a result of this communication, Peermusic withheld all future royalties until the conflict could be resolved. In April 2017, attorney Michael Sukin provided his opinion to Four Jays that the 1996 assignment was valid in the BRT. Jones offered to resign her positions with Four Jays, but she attached conditions to her resignation. Instead, the Four Jays board fired Jones as chief financial officer and secretary in April 2017. Riva became the chief financial officer of Four Jays. The shareholder interests did not change. On June 29, 2017, Bronston delivered a provisional director’s report to Riva, Jones, and their attorneys. Bronston stated that in September 1996, Jones, Riva, and Riva’s son assigned all rights and interests in 226 published Warren songs 12 to Four Jays. Bronston noted, “It is apparent, incredible as it might seem, that all four of the persons who executed the Assignment [sic] forgot that they had done so, as several Board meetings took place where ownership of the rights was hotly disputed. That issue was put to rest some months ago, when copies of the Assignment, executed by all three shareholders and by [Riva’s son] were presented to all interested parties.” In Bronston’s subsequent reports, she noted Jones and Hacker had asserted claims for a second time to interests in Warren songs in the BRT. The board of Four Jays engaged an attorney with expertise in copyright law, who formed a litigation committee. The copyright attorney advised the board that the 1996 assignments were valid on their face to assign all reversionary rights in the BRT to Four Jays, and further, that any prospective assignment was also valid. Riva reviewed the company’s records and believed that Jones had been secretly taking Four Jays’ money for her own personal use.

C. Complaint and Cross-Complaint On August 30, 2018, Riva, individually and derivatively on behalf of Four Jays, filed the instant action against Jones and Hooker. The causes of action in the complaint were based on Jones’s assertion of rights to BRT royalties, when Jones had already assigned her interest to Four Jays in 1996, as well as payments that Jones had Four Jays make for her personal expenses while she was acting as its chief financial officer. The complaint alleged derivative causes of action on behalf of Four Jays against Jones and Hooker for breach of fiduciary duty and 13 intentional interference with contractual relations, and against Jones for conversion and accounting. In addition, Riva individually alleged a cause of action for removal of Hooker as a director. Jones and Hooker filed an answer asserting several affirmative defenses, including unclean hands, laches, waiver, and estoppel. On June 11, 2019, Jones, in her individual capacity, filed a cross-complaint against Riva and Four Jays for misappropriation and conversion of royalties, intentional and negligent interference with prospective advantage, slander of title, breach of fiduciary duty, and an accounting.1 Among other allegations, she alleged Riva and Four Jays asserted claims to Warren’s compositions in the BRT that Riva knew belonged to the heirs. In addition, Riva and Four Jays had collected but refused to pay the writer’s share of performance royalties to Jones, Hacker, and the representatives for Warren’s co-writers, although the writer’s share was individually owned and not a corporate receipt. The cause of action for misappropriation and conversion of royalties alleged that Riva and Four Jays collected royalty revenue from the exploitation of Warren’s compositions in the United States and foreign territories that was to be paid to Riva, Jones, Hacker and the estates of Warren’s co-writers. The cause of action for intentional interference with prospective economic advantage alleged Riva intentionally and wrongfully interfered with Jones’s prospective economic advantage by improperly disputing Jones’s claims to rights in the 1 Hooker also filed a cross-complaint against Riva and Four Jays, which is not at issue on appeal, for indemnification and wage-related penalties.

14 Warren compositions in the BRT and the United States, contacting the third-party administrator of Jones’s interests to challenge Jones’s rights, and depriving Jones of the ability to receive revenue to which she was entitled and the ability to further exploit those rights for her benefit. As a result of Riva’s negligent mismanagement of the company’s assets, disputing Jones’s legitimate claims to Jones’s right in the Warren compositions in the BRT and elsewhere, and contact with the third-party administrator, Jones was deprived of revenue that she was entitled to receive and the ability to further exploit those rights. The cause of action for slander of title alleged Jones was one of the owners of the copyrights in many, if not all, of Warren’s compositions in the United States and the BRT. Riva slandered Jones’s title in the compositions by telling the third-party administrator that Jones did not have such rights and the rights belonged to Four Jays. Riva’s representations were false and without legal justification. In the cause of action for breach of fiduciary duties, Jones alleged that Riva (as a director and as chief executive officer of Four Jays) owed Jones fiduciary duties of loyalty, care, and good faith and fair dealing. Riva breached her fiduciary duties by taking approximately 30 different actions on Riva’s own personal behalf against Jones’s interest, and by collecting money on behalf of Jones and others without remitting it to them. Jones also asserted Riva and Four Jays should be compelled to provide an accounting to determine the amount owed to Jones from money collected by Four Jays and converted by Riva.

15 Riva filed an answer to Jones’s cross-complaint asserting several affirmative defenses, including that the claims were barred by the applicable statute of limitations, waiver, laches, estoppel, and unclean hands. In January 2021, Jones filed a declaration in connection with a request for preliminary injunction and temporary restraining order stating that the dispute was whether the rights and interests in certain Warren compositions were owned by Four Jays or the heirs. Riva asserted the 1996 assignment was effective, while Jones asserted that she never assigned her rights and interests in the songs to Four Jays.

D. Trial Setting Order and Phase One of Trial In May 2021, Riva and Four Jays filed a motion to set the order of trial. They sought a bench trial of their dispositive equitable defenses to the cross-complaint (waiver, laches, estoppel, and unclean hands), as well as the statute of limitations issues, followed by a determination of the wholly equitable claims in the complaint, and lastly, a jury trial of any remaining legal issues in the cross-complaint. The trial court granted the motion. The phase one trial began in June 2021. After several hours of testimony, the trial court noted that the evidence and arguments were not accomplishing the goal of streamlining the trial. The trial court modified the trial setting order to determine in phase one the equitable claims in the complaint, which would resolve the entire complaint, and the equitable defenses to the cross-complaint. Riva testified that the heirs inherited Warren’s writer’s performance royalties, which were paid to them separately by 16 ASCAP and not through Four Jays. In addition, the heirs inherited rights to royalties from music publishers under the original music publishing contracts, including Warner Chappell. Jones’s attorney stated the songs listed with Peermusic and Carlin Music for exploitation in the BRT were not the same as the Warner Chappell titles. Jones’s attorney suggested that opposing counsel should state which songs were owned by the individual heirs and which were owned by Four Jays, because it seemed to be an ever-changing list. The trial court recommended that the parties reach an understanding over the lunch recess as to which songs Four Jays claimed to own, but the parties were unable to reach an agreement. When Jones’s attorney asked Riva which songs were covered by the 1998 settlement agreement with Warner Chapell, Riva’s attorney objected that the answer called for a legal conclusion. The court noted, “At some point, for me to make a decision about what was going on, I’m going to have to know how these parties distinguished between what belonged to Four Jays and what didn’t and what was okay behavior and what wasn’t. . . . [¶] So even though . . . their subjective belief ultimately doesn’t impact what the 1996 assignment said[,] what was going on in their minds and their conduct is going to be relevant.” Jones’s attorney asked Riva where he could find a list of all the songs that Four Jays claimed to own. She said he could review Four Jays’ database online, which lists all the songs that Four Jays publishes. Songs composed by Warren that were not on the list would be owned by another publisher, such as Warner Chappell.

17 Riva’s attorney introduced a portion of Jones’s deposition testimony. When asked whether Four Jays owned any interest in Warren’s compositions, Jones said Four Jays owned some lesser- known songs. Jones testified that historically, as an heir, she received money directly from ASCAP, Warner Chappell, and the Songwriter’s Guild. Her understanding of the term “writer’s share” was the portion of the revenue from the use of a song that Warren received as the writer of the composition, which was a negotiated portion depending on the contract. Her understanding was that her grandfather continued to receive his writer’s share, and after his death, the writer’s share has been paid to the heirs, currently Jones, Riva, Hacker, and a small portion to Riva’s son. When the 1996 assignment was located in November 2016, Jones had not remembered it. After Jones was pushed out of the business, she did not intend to put her personal property into Four Jays. When Riva’s attorney asked Jones which songs were owned by the heirs that she claimed were merely licensed to Four Jays, Jones answered that she could not quote the catalog. As chief financial officer, to determine which songs to pay royalties to herself and Riva, she relied on information from Riva. Jones had informed the Four Jays board that she was asserting her individual rights as an heir in the BRT, based on Alter’s advice and her own consultation with the attorney for Carlin Music. Asked if her statement to the board was limited to the songs listed with Warner Chappell, she stated, “I was claiming my BRT rights individually, whatever they may be.” Jones sought to call entertainment law attorney Joel Schoenfeld to testify as an expert witness on music publishing. Jones’s attorney argued that testimony about limitations on 18 assignments in the BRT and whether Jones’s conduct was consistent with heirs’ claims in the BRT was necessary to determine whether her conduct in the BRT violated the 1996 assignment. Schoenfeld would testify that under the law of the BRT, rights cannot be assigned before they have vested, which is 25 years after the death of the writer, so 2006 in this case. Riva’s attorney argued the 1996 assignment was a California contract governed by California law, so whatever rights Jones had as an heir were encompassed in the 1996 assignment. Whether a California contract could assign a future right was a question of California law for the court to decide, not an issue concerning the custom and practice in the BRT. The trial court concluded that to the extent there were pure questions of law concerning the effect of the 1996 assignment, the parties would address the issue in briefing. After further objections to Schoenfeld’s testimony, Jones’s attorney explained that the 1996 assignment purported to convey the “writer’s share” to Four Jays. Riva and Four Jays asserted that if the writer’s share came directly from one of the performing rights organization, such as ASCAP, it belonged to the individual heir. Schoenfeld would testify that the term “writer’s share” does not fit this narrow description, but instead, money that is considered to be part of the writer’s share came into Four Jays and was not distributed to the individual heirs. Riva’s attorney responded that he was describing the “writer’s performance share,” as defined by both Riva and Jones, which was owned separately by them. The trial court questioned whether any dispute over the “writer’s share” was part of the claims in the complaint. Jones’s attorney admitted the issue was related to claims in the cross-complaint, so Schoenfeld’s testimony on this 19 issue was deferred to phase two. The court agreed some topics that Schoenfeld was retained to testify about would be highly relevant with respect to the cross-complaint. Jones and Hooker filed a motion for summary judgment on the ground that Riva did not have standing to bring derivative claims. They also moved for judgment pursuant to Code of Civil Procedure section 631.8 on the derivative causes of action. The trial court initially granted the motion for judgment pursuant to Code of Civil Procedure section 631.8 as to the four derivative causes of action in the complaint, then vacated the order to allow additional briefing. Ultimately, the court declined to render judgment until the close of all the evidence.

E. Closing Arguments for Phase One Riva and Four Jays submitted a written closing argument asserting the following arguments. Prior to 1996, Riva, Jones, and Hacker each owned a one-third interest in Four Jays and equal interests in Warren’s writer’s performance royalties. Riva and Jones purchased Hacker’s interest in Four Jays, but each heir retained his or her personal ownership of the writer’s performance royalties. The 1996 assignment assigned all rights that Riva, Jones, and Riva’s son had in Warren’s songs to Four Jays, and waived all claims and related income, with the exception of writer’s performance royalties, which had never been part of Four Jays. For two decades, Riva and Jones’s actions were consistent with the 1996 assignment. Four Jays owned the royalty income from Warren’s songs, which it used to pay operating expenses, salaries, and equal shareholder distributions to Riva and Jones in the form of W2 income, including 20 withholdings and tax reporting. Any song rights that Riva and Jones got back were put into Four Jays without additional assignment. Riva and Four Jays argued the evidence established their equitable defenses to the cross-complaint as well, specifically, waiver, laches, and estoppel. The 1996 assignment was an express written waiver of rights, income, and claims against Four Jays in perpetuity. Jones’s conduct had been consistent with the terms of the assignment that she had relinquished all rights, income, and claims. For more than 20 years, Jones acquiesced in Four Jays owning and licensing all rights to Warren’s compositions, including any rights that Riva and Jones were able to get returned after 1996. Jones was estopped from challenging the validity of the assignment and contradicting it based on her unambiguous promises when it was executed and Riva’s reciprocal promises and work on behalf of Four Jays, which enriched Jones as a shareholder. In addition, Jones’s destructive conduct while she was a fiduciary of Four Jays established unclean hands. In response to the trial court’s request for briefing on the vesting of rights in Warren’s compositions, Riva and Four Jays submitted a separate brief. They argued the 1996 assignment transferred all rights, claims, and income to Warren compositions as of the date of the agreement, as well as before and after the date of the agreement, including reversionary rights and rights that were not yet assignable in 1996, if any. They noted that Jones claimed her interference was justified because she demanded only reversionary rights in the BRT, which she asserted could not be assigned in 1996 under BRT law because they had not yet vested. But the 1996 assignment was governed 21 by California law and expressly included reversionary rights. The parties’ decades of conduct consistent with the 1996 assignment confirmed the scope of the agreement. In setting forth BRT law, Jones relied on a United Kingdom statute that was repealed decades before the 1996 assignment, while she ignored the operative United Kingdom statute. The current law in the United Kingdom expressly allows for written assignments of future copyright interests by any prospective owner without limitation, and for copyright interests that ultimately come into existence in the future to automatically vest in the assignee at that time. Moreover, California law enforces assignments of future interests that may not be assignable until vested as agreements to assign the interests when they vest. Jones and Hooker submitted a written closing argument brief as well. They argued Riva’s claims in the complaint primarily relied on the 1996 assignment, but the assignment had been ignored and was unenforceable. In particular, the assignment purported to assign all rights and interests in Warren’s songs, with no exception for writer’s performance royalties, but the heirs had historically received writer’s performance royalties directly from ASCAP. The parties’ conduct had been so wholly inconsistent with the language of the 1996 assignment, that even if the 1996 assignment was originally valid, it was null and void, abandoned or rescinded. The heirs had been treated as the rightful owners, while Four Jays merely acted as a publishing company collecting and distributing royalties on behalf of the heirs. Four Jays distributed royalties to the heirs in the form of W-2 income. Jones and Hooker also argued that as to some of Warren’s compositions, the heirs could not assign rights in 1996 prior to serving termination notices in 22 1997. They relied on attorney Alter’s advice that the heirs had a right to exploit Warren songs in the BRT. Jones and Hooker also argued that Riva had not met the standing requirements to bring a derivative action because she failed to show she made a sufficient demand on the board of directors or that the futility exception to the demand requirement applied. With respect to the defenses to the cross-complaint, Jones and Hooker noted that only equitable defenses were at issue, while adjudication of the cross-claims needed to wait until Jones had the opportunity to present her case-in-chief. The 1996 assignment was void, and Alter, Bronston, and Riva had all advised Jones that the heirs continued to have rights in the BRT, so Jones did not have unclean hands by claiming income in the BRT. As to the defense of laches, Jones and Riva forgot about the assignment, and even after it was discovered, Riva said the heirs were entitled to BRT income. The heirs’ rights to BRT income had never been challenged. As to waiver, the evidence did not show Jones intentionally abandoned her rights for decades. She received income as an heir, the 1996 assignment was forgotten and abandoned, and Jones was not required to assert her rights until Riva filed the instant action. Estoppel had not been shown for the same reasons. Jones and Hooker provided supplemental briefing on the issue of vesting of the rights addressed in the 1996 assignment. They argued Riva and Four Jays failed to present evidence as to when the heirs’ rights vested, and under the law in both America and the BRT, there can generally be no assignment of rights that are not yet vested. Jones would introduce evidence during the phase two trial of the cross-complaint as to when the heirs’ rights vested. Although Riva claimed that Jones assigned her 23 reversionary interest in Warren’s songs in the BRT to Four Jays in 1996, under the United Kingdom Copyright Act of 1911, an agreement purporting to waive or grant termination rights prior to the time of reversion is legally ineffective. In the United Kingdom, reversionary rights were eventually abolished for transfers made on or after June 1, 1957, under the United Kingdom Copyright Act of 1956. There was no evidence that Riva and Jones held any rights in Warren’s songs in 1996 when the 1996 assignment was executed. There was some evidence of termination notices served in 1997, which showed the purported assignment of rights before the termination notices to be invalid. There was also no evidence of the manner in which the heirs allegedly inherited the rights that they purportedly assigned in 1996, such as a will. In the trial of the cross-complaint in phase two, Jones promised to present evidence sufficient to establish when the heirs’ rights vested. The parties also gave oral closing arguments. In Riva’s closing argument, she noted most of the songs owned by Four Jays were put into the company by Warren while he was alive, which was not a future assignment. In addition, the rights assigned to Four Jays in the 1996 assignment were not a future assignment of rights. After 1996, Riva and Jones exercised termination rights when they were available and put the songs into Four Jays, which was a present assignment, not a future assignment. Riva and Four Jays briefly addressed equitable defenses to the cross-complaint in summary fashion and did not address the elements of the equitable defenses. In Jones and Hooker’s oral closing argument, they noted that Riva and Four Jays claimed the 1996 assignment was an all- encompassing express agreement that answered every question 24 and conveyed all rights to Four Jays, but Riva and Four Jays failed to present any evidence establishing on a song-by-song basis how any of the rights in the songs had vested in the heirs. They never proved what rights actually existed in any of the heirs as of 1996. Phase one of trial was to determine Riva’s claims, so it was her burden to prove how the rights in the songs had vested. To prove any rights were conveyed to Four Jays, they were required to establish how and when each right vested in the heirs, which they failed to do. The attorney for Jones and Hooker added, “When we get to the cross-complaint, . . ., we will go through and present the evidence that [Riva and Four Jays] completely neglected to present here.” Jones and Hooker did not discuss the elements of the equitable defenses to the cross-complaint.

F. Phase One Statement of Decision On August 16, 2022, the trial court issued a statement of decision for phase one. As to the derivative claims in the complaint, which were breach of fiduciary duty, intentional interference with contractual relations, conversion, and accounting, the trial court granted the motion for judgment under Code of Civil Procedure section 631.8. The court did not address the merits as to any of these claims. The court found Riva failed to satisfy the requirements of the second prong of Corporations Code section 800 to maintain a shareholder derivative action because she did not show that she had exhausted all means within her reach to obtain redress of her grievances within the corporation itself. At the time her complaint was filed, there were three board members, and there was no doubt that Edythe 25 Bronston was a disinterested board member. There was no evidence to support that a demand on the corporation would have been a futile act. With respect to the cause of action for conversion, the trial court additionally found damages incurred before August 30, 2015, were barred by the statute of limitations. On the one remaining cause of action for removal of a director, the trial court found that although Hooker was hostile toward Riva, he consulted with attorneys prior to taking actions and the cause of action for removal of a director had not been proven. With respect to the equitable defenses to the cross- complaint, the trial court ruled as follows: “[Riva] relies on the 1996 Assignment & Waiver agreement to assert that Jones’ claims are barred by the statute of limitations, by laches, unclean hands, waiver, and estoppel. The evidence presented at trial, however, was that everyone, including Riva and Jones, had forgotten about the 1996 Assignment & Waiver until late 2016. The evidence also shows that in 2016 and 2017, the directors were having discussion and consulting experts about heirs’ rights in the British Reversionary Territories (‘BRT’). There is evidence that Jones consulted attorneys to learn for herself what individual rights were that she had in the [BRT.] Riva had written e-mails instructing about not putting the heirs’ BRT money in Four Jays. In Exhibit 383, (June 2016 email from Riva to Jones dated December 2016[),] cross-defendant Riva asks Jones whether Jones wanted to put songs Peer Music had reclaimed in the BRT in Four Jays. If the sisters had been relying on the 1996 Assignment & Waiver agreement for all of their interests, then Riva would have had no reason to ask this question. Cross-defendants have not met their burden to show 26 that cross-complainant Jones’ causes of action are barred by these equitable doctrines.”

G. Phase Two of Trial and Judgment Phase two of the trial began in November 2022. Jones and Hooker argued the trial court found in phase one that the 1996 assignment was not valid or enforceable. The damages that Jones claimed were unpaid royalties, unpaid writer’s share royalties, and proceeds from the settlement of copyright infringement lawsuits that were paid to Four Jays, in addition to attorney fees. Riva and Four Jays, in their opening argument, continued to argue that the sisters assigned past, present, and future ownership rights in Warren’s compositions to Four Jays, in addition to the rights that Four Jays already owned, as memorialized in the 1996 assignment and by their subsequent conduct. In 1996, Four Jays owned rights to Warren songs that had been put into the company by Warren while he was alive. In 1996, Four Jays also owned song rights transferred to the company by Warren’s wife and his daughter, before their deaths led to ownership of the company by his grandchildren. And Four Jays owned Warren song rights put into the company by Jones and Riva in their 1996 assignment, Hacker’s separate assignment, and their subsequent conduct consistent with ownership by Four Jays. Jones controlled Four Jays’ financial affairs for decades and used Four Jays’ revenue to pay operating expenses and employee wages to herself and Riva. Riva testified that she, Jones, and Hacker hired Alter to negotiate with Warner Chappell over reclaiming songs in the 27 BRT. In September 2016, Alter had a list of songs that the heirs were trying to get back in the BRT. In March 2017, Riva requested a list of songs that Jones was claiming to have individual rights in, but did not receive one. Riva instructed Peermusic to maintain Four Jays’ claim to the list of songs that Peermusic published in the BRT. Riva told Bronston that they needed to get clarity about exactly which songs Jones was claiming to have an interest in, because Hooker had sent a list to Carlin Music of every song in the Four Jays’ catalog. In response, she learned Jones was claiming to own a one-third share of all songs in the Four Jays’ catalog in the BRT. In Riva’s view, based on the 1996 assignment, Four Jays was the rightful recipient of any royalties from the songs assigned to Four Jays. At the time of trial, Warner Chappell continued to refuse to relinquish songs in the BRT. In federal copyright infringement lawsuits, Riva alleged individual ownership of a portion of the copyright for certain songs based on termination notices filed and served on or after January 1, 1997, but the allegations were written by lawyers who filed the lawsuits. Four Jays settled all of the federal copyright infringement lawsuits for approximately $900,000. Schoenfeld testified in deposition that the only type of “writer’s share” he knew was writer’s performance royalties paid by performance rights organizations to the designated recipients. Hooker testified that there were some copyright notices and termination documents on file at Four Jays when he began working there. Hooker had obtained copies of other termination documents and notices of recordation from the United States Copyright Office. Four Jays maintained files organized by song title with information about the song and related documentation.

28 Riva stated at a board meeting in August 2017 that songs were recovered in the BRT and some royalties had been accidentally collected on copyrights that belong to the heirs individually, which must be accounted for to the heirs, but Riva did not explain which songs were recovered in the BRT or provide a detailed list of which songs were the ones on which royalties had been accidentally collected. She also noted that the 1996 assignment had been located and she wanted another legal opinion. In 2020, when Hooker questioned why federal copyright infringement actions alleged that Riva had individual rights in certain songs, Riva said she would request the attorney remove those allegations and bring the claims strictly on behalf of Four Jays, because Jones and Riva had assigned their rights to Four Jays.

During questioning of Jones, the trial court sustained objections to termination notices and copyright renewals because the documents were hearsay, had simply been found in an office and offered for the truth of what they stated, and the witness being questioned could not give an opinion on their significance.

H. Closing Arguments for Phase Two The parties provided written and oral closing arguments. In Jones’s written closing argument, she argued the trial court’s findings in phase one were binding in phase two. The court found the 1996 assignment was not an “all-encompassing” assignment of rights in Warren compositions that necessarily barred Jones’s claims in the cross-complaint. Jones interpreted the court’s 29 finding to mean that the 1996 assignment had been abandoned, was not valid, and had been waived. She argued that Riva and Four Jays should not get another chance to assert the defenses of waiver, estoppel, or laches. None of the parties had disputed Jones was an heir, or that she had rights and interests in Warren’s compositions as an heir. The only dispute was whether Jones assigned her rights to Four Jays in 1996, and the court had already rejected the argument that the 1996 assignment barred Jones from asserting she was personally entitled to revenue from Warren compositions. Jones had historically received royalties from ASCAP, Warner Chappell, and other entities. Thus, Jones was entitled to continue receiving such income in the future. Jones argued that she has been denied her share of revenue from Warren compositions and shareholder distributions. Each of her claims was based on her assertion that she was entitled to revenue as “(at a minimum) a one-third owner of the Warren Works,” which she defined to include all of Warren’s musical compositions. She argued that Four Jays acted as a publishing company that collected song revenue and distributed the revenue to the rightsholders. Jones argued that Riva admitted in board meetings that the heirs had individual rights in the BRT and the BRT revenue belonged to the heirs, but Riva directed Peermusic to continue remitting money collected in the BRT to Four Jays. Jones hired Carlin Music to collect her personal share of BRT income, which Riva directed Peermusic to ignore and continue remitting to Four Jays. These express admissions by Riva and the Four Jays board that the heirs owned BRT rights waived their challenges to Jones’s BRT claims. Because the statements were made to Jones, 30 and she took action in the BRT in reliance on these statements, Riva and Four Jays were estopped from disputing that Jones had BRT rights in the present litigation. As to the cause of action for breach of fiduciary duty, Jones argued that Riva had a fiduciary duty to Four Jays’ shareholders, as well as to the rightsholders entitled to receive song revenue. As a result of Riva’s breach of her duty, Jones had not received any revenue from Warren’s musical compositions or shareholder distributions. The cause of action for an accounting was based on Jones’s status as a shareholder and stated an accounting was necessary to determine the amount of revenue that Four Jays has collected from Warren compositions that is owed to Jones as a co- owner of the works. In her oral closing argument, Jones argued the gravamen of her claims were individual in nature, as an heir, rather than derivative. Funds were due to her in her individual capacity as an heir, even if they passed through Four Jays. The funds did not change character when they were received by Four Jays. They were not funds that belonged to Four Jays to which Jones had a claim solely as a shareholder. As to the cause of action for an accounting, Jones argued an accounting was necessary to determine the scope of funds received by Four Jays and used by Riva for personal expenses and legal fees. In Riva’s written closing argument, she argued Jones had asserted causes of action personally which belonged to Four Jays, did not satisfy the requirements of Corporations Code section 800 to bring a derivative action, and failed to prove alter ego. In addition, Jones failed to offer evidence of what copyrights, if any, were not vested at the time of the 1996 assignment and not 31 subject to the assignment, despite assurances that she would do so in phase two of trial. Her claim for misappropriation asserted a personal ownership interest, and corresponding right to royalty payments based on her ownership interest, as well as an ill- defined right to “writer’s share” payments and settlements from copyright infringement lawsuits. Each of her claims for damages arose from her purported personal ownership interest in Warren musical compositions. But Jones failed to provide any evidence, through Schoenfeld or anyone else, as to which rights in which musical compositions, if any, had vested. There was no evidence or argument about whether unvested rights may be assigned under California law or the validity of the 1996 assignment. Trial exhibits purportedly compiling copyright termination notices and copyright renewals had been excluded. There was also no evidence that Four Jays did not distribute revenue equally to Riva and Jones. Jones failed to show Riva and Four Jays’s alleged interference with her contract was wrongful. With respect to negligent interference, Riva and Four Jays had no duty of care to Jones in her personal capacity, in which she took a position adverse to Four Jays. As to slander of title, truth was a complete defense and the 1996 assignment was an express written assignment. Jones presented no evidence, and the trial court had not previously found, that the 1996 assignment was ineffective. Regardless of whether the parties forgot about the 1996 assignment, it did not destroy the document’s existence and effect. In Riva’s oral closing argument, Riva reiterated that no evidence had been submitted to prove that any rights vested in Jones individually. There was no evidence in either phase of trial 32 showing Jones had a personal ownership interest in the copyrights to any Warren compositions, particularly copyright interests before 1996 and copyright interests in the BRT. The only evidence in the record about ownership of the copyrights was the 1996 assignment. The trial court’s interim holding that the 1996 assignment had been forgotten did not undo the assignments made before 1996. It did not address the effectiveness of the 1996 assignment with respect to vested copyrights in 1996 or the copyright interests in the BRT. After 1996, songs were reclaimed and put into Four Jays. There was no evidence otherwise. If Jones sought to bring claims based on individual rights, rather than derivative claims, there had to be an evidentiary showing that she owned the copyrights, but she failed to do so.

I. Phase Two Statement of Decision and Judgment On August 10, 2023, the trial court issued a phase two statement of decision finding in favor of Riva and Four Jays as to each cause of action. The court ruled on Jones’s causes of action for misappropriation and breach of fiduciary duty on both an individual and derivative basis. As to derivative claims, the court found Jones failed to satisfy the requirements for a shareholder derivative action under Corporations Code section 800. She also failed to prove alter ego liability. The court in the dissolution matter had appointed an independent director, and another director on the board represented Jones’s interests as well. There was no evidence that Riva did anything other than carry out her official responsibilities in accordance with the bylaws of Four Jays. To 33 the extent the causes of action for misappropriation and breach of fiduciary duty were asserted on a derivative basis, judgment was granted for Riva and Four Jays. On Jones’s individual claim for misappropriation, she had claimed individual personal rights to Warren compositions in the BRT, but the trial court found Jones failed to prove ownership or right to possession of the property. Until Jones resigned from the board of Four Jays and was fired as the company’s chief financial officer, her habit and custom, as well as Riva’s habit and custom, was to put what they had back into Four Jays, whatever that might be. Money from lawsuit settlements to which Jones might be entitled, she would be entitled to in her role as a shareholder of Four Jays. Therefore, her right to settlement money was not a right as an heir. The only individual, personal interests that Jones would be asserting would be her vested, ownership interests in Warren compositions. During phase one, Jones promised to prove in phase two of the trial through expert testimony when the rights of the heirs vested. She did not, however, prove what her personal ownership interest was. On Jones’s individual claim for breach of fiduciary duty, the court found Jones provided no authority for the proposition that Riva and Four Jays owed a fiduciary duty to Jones in her individual capacity as an heir. On the cause of action for intentional interference with economic advantage, the trial court found that Riva, on behalf of Four Jays, had disputed Jones’ claims to rights to Warren compositions in the BRT, but Jones did not prove the interference was wrongful. As to the cause of action for negligent interference with prospective economic advantage, Jones failed to establish that 34 Riva owed Jones a duty of care in her personal capacity, as opposed to Jones’s capacity as a shareholder. The motion for judgment was granted as to the interference causes of action as well. On the cause of action for slander of title, the trial court found that Riva sought advice of counsel on individual heirs’ rights in the BRT and enforceability of the 1996 assignment. Riva acted consistently with the advice she received from counsel. There was no evidence that Riva published a false statement. In addition, just as Riva and Four Jays failed to prove the parties relied on the 1996 assignment, “Jones did not prove that the 1996 Assignment & Wavier Agreement did not act as an express written waiver by Jones of personal rights in Harry Warren songs that she had ‘perpetually and for the entire Universe.’ Cross- Defendants [sic] did not prove that Schedule A to the 1996 Assignment & Waiver Agreement did not reflect the songs that rightfully belonged to Four Jays. From 1996 until 2016, Jones and Riva, although they more likely than not did not rely on the 1996 Assignment & Waiver agreement, acted consistently with it. Cross-Complainant has not proven the element of acting without a privilege. Here, as Cross-Defendant Riva argues, Jones has not proven Riva acted with malice.” On the cause of action for an accounting, the trial court concluded Jones sought an accounting as a shareholder but had not proven demand futility or that there was a balance owed to her that could only be ascertained through an accounting. On November 30, 2023, the trial court entered judgment incorporating the phase one and phase two rulings. Judgment was entered in favor of Jones and Hooker on the complaint, and in favor of Riva and Four Jays on the cross-complaint.

35 J. Post-Judgment Death of Party and Proceedings on Appeal On December 30, 2023, Riva passed away. In February 2024, Jones filed a timely notice of appeal from the judgment.

DISCUSSION

A. Motion to Substitute Personal Representative 1. Additional Facts On April 23, 2025, in a probate action opened in Los Angeles Superior Court, Case No. 25STPB00849, letters testamentary were issued appointing Jean-Paul Riva as executor of Riva’s estate. On May 8, 2025, notice of administration was issued in the probate action. The mailing list for service of the notice of administration did not include Jones or her counsel. Neither Jones, nor her counsel, received a notice of administration or any other formal notice of the probate action. In July 2025, Jones filed her opening brief in the instant appeal. On January 21, 2026, counsel for Riva and Four Jays filed a request for judicial notice with this appellate court.2 Counsel requested judicial notice of the death certificate showing Riva had passed away on December 30, 2023. Counsel also requested judicial notice of the letters testamentary issued on April 23, 2 Respondents’ request for judicial notice filed with this appellate court on January 21, 2026, is granted.

36 2025, appointing the executor. The letters testamentary provided the personal representative with full authority to administer the estate. The request for judicial notice was served on Jones’s counsel. That same day, a respondents’ brief was filed on appeal on behalf of Riva and Four Jays. Among other assertions, the respondents argued Jones’s claims against Riva were barred by the creditor-claim statutes of Probate Code sections 9000, 9100, and 9370, because a timely creditor claim was a prerequisite to continuing a pending civil action against a decedent’s personal representative and required proof of compliance. Respondents argued the damages that Jones sought in her cross-complaint were claims within the meaning of the Probate Code. The respondents’ brief was also served upon Jones’s counsel. On April 13, 2026, Jones filed her reply brief in the instant appeal. Among other contentions, she asserted that Riva’s death, the purported probate proceedings, and respondents’ creditor- claim argument were post-judgment factual issues that were not properly before the appellate court and instead issues to be considered on remand before the trial court. In June 2026, this court sent a notice to the parties pursuant to Code of Civil Procedure section 377.41 and California Rules of Court rule 8.36, subdivision (a), explaining that a decedent’s personal representative or successor-in-interest may be substituted upon the death of a party, but proof of compliance with Part 4 of Division 7 of the Probate Code governing creditor claims was required. This court stated that if a motion to substitute parties was not filed by June 15, 2026, including proof of compliance with the creditor claim statutes, the court intended 37 to dismiss the appeal against respondent Riva without further notice. On June 12, 2026, Jones filed a creditor’s claim in the probate action. The claim was described as a court judgment in the amount of $50,503.50 in Los Angeles Superior Court Case No. BC720162. Attached was an amended judgment in the instant case, entered on November 5, 2025, finding Jones and Hooker were the prevailing parties on the complaint, entitled to costs of suit, and awarding costs of $50,503.50 to Jones and Hooker as against Riva and Four Jays, jointly and severally.

2. Relevant Law A motion to continue a pending action against a deceased party’s personal representative must include proof of compliance with the creditor claims statutes of the Probate Code. (Code Civ. Proc., § 377.41.)3 To continue an action that is pending at the time of the decedent’s death against the decedent’s personal representative, Probate Code section 9370, subdivision (a) requires: “(1) A claim is first filed as provided in this part. [¶] (2) The claim is rejected 3 Code of Civil Procedure section 377.41 provides in full: “On motion, the court shall allow a pending action or proceeding against the decedent that does not abate to be continued against the decedent’s personal representative or, to the extent provided by statute, against the decedent’s successor in interest, except that the court may not permit an action or proceeding to be continued against the personal representative unless proof of compliance with Part 4 (commencing with Section 9000) of Division 7 of the Probate Code governing creditor claims is first made.”

38 in whole or in part. [¶] (3) Within three months after the notice of rejection is given, the plaintiff applies to the court in which the action or proceeding is pending for an order to substitute the personal representative in the action or proceeding.” A creditor holding a claim against an estate cannot maintain an action on any claim that has not first been presented for payment, and in any action, the creditor can recover only upon the claim that has been presented and rejected. (Neel v. Barnard (1944) 24 Cal.2d 406, 414–415.) “The claim as presented and passed upon is the foundation of the cause of action. The claimant’s cause of action arises upon the claim in the form in which it has been presented; that is the only action he may maintain, and plaintiff is not permitted to prove a cause of action other than or different from that stated in the claim, or to amend his complaint so as to set up any other cause of action.’ [Citations.]” (Id. at p. 415.) “ ‘A claim must “sufficiently indicate the nature and amount of the demand to enable the executor and judge in probate to act advisedly upon it.” [Citation.]’ ” (Ibid.) Probate Code section 9100, subdivision (a), requires a creditor to file a claim before the later of: “(1) Four months after the date letters are first issued to a general personal representative. [¶] (2) Sixty days after the date notice of administration is mailed or personally delivered to the creditor.” When, as here, a personal representative fails to trigger the time limits of Probate Code section 9100, subdivision (a), by sending a formal notice of administration, a potential creditor with actual notice of pending estate proceedings must petition to file a late claim as provided in Probate Code 9103. (Venturi v. Taylor (1995) 35 Cal.App.4th 16, 25.)

39 When a creditor files a petition under Probate Code section 9103, the probate court may allow the creditor’s claim to be filed after the time specified in Probate Code section 9100 when either of the following conditions is met: “(1) The personal representative failed to send proper and timely notice of administration of the estate to the creditor, and that petition is filed within 60 days after the creditor has actual knowledge of the administration of the estate. [¶] (2) The creditor had no knowledge of the facts reasonably giving rise to the existence of the claim more than 30 days prior to the time for filing a claim as provided in Section 9100, and the petition is filed within 60 days after the creditor has actual knowledge of both of the following: [¶] (A) The existence of the facts reasonably giving rise to the existence of the claim. [¶] (B) The administration of the estate.” (Prob. Code, § 9103, subd. (a).) In no case, however, shall the court allow a claim to be filed under Probate Code section 9103 after an order for final distribution of the estate. (Prob. Code, § 9103, subd. (b).)

3. Application In this case, Jones did not satisfy the requirements to substitute the personal representative of Riva’s estate as a respondent on appeal because she did not provide proof that she filed a timely creditor claim in the probate action with respect to the claims at issue on appeal. First, the creditor claim attached to Jones’s motion for substitution seeks payment of an award of costs that was entered in favor of Jones and Hooker as the prevailing parties on the complaint. The complaint, and the award of costs based on the complaint, is not at issue in the 40 present appeal. The issues on appeal arise solely from the claims made in the cross-complaint. Jones has not provided proof that she filed a creditor claim with respect to the amount that she is seeking in connection with claims in the cross-complaint. There is also no evidence that Jones’s claim was rejected. Second, it is clear that Jones’s creditor claim is untimely. When a personal representative fails to send a notice of administration of the estate, the creditor must petition to file a late claim under Probate Code section 9103 within 60 days after the creditor has actual knowledge of the administration of the estate. On January 21, 2026, the respondents in this case filed and served a request for judicial notice showing letters testamentary had been issued for administration of the estate, which included the case number of the probate action. In addition, the respondents’ brief asserted that Jones’s claim was barred because she failed to comply with the creditor claim statutes of the Probate Code. Both documents were served on Jones’s counsel, and Jones addressed the creditor claim argument in her reply brief, showing actual knowledge of the administration of Riva’s estate. Jones’s creditor claim was not filed in the probate action until nearly four months later, beyond the time limit provided in Probate Code section 9103, subdivision (a). Because Jones has not complied with the creditor claim statutes of the Probate Code, her motion to substitute Riva’s personal representative is denied, and the appeal against Riva is dismissed.

41 B. Appeal as to Four Jays 1. Standard of Review “ ‘In reviewing a judgment based upon a statement of decision following a bench trial, we review questions of law de novo. [Citation.] We apply a substantial evidence standard of review to the trial court’s findings of fact. [Citation.] Under this deferential standard of review, findings of fact are liberally construed to support the judgment and we consider the evidence in the light most favorable to the prevailing party, drawing all reasonable inferences in support of the findings.’ (Thompson v. Asimos (2016) 6 Cal.App.5th 970, 981.)” (Lopez v. La Casa de Las Madres (2023) 89 Cal.App.5th 365, 378.)

2. Phase One Ruling Jones contends that in phase one, the trial court found the 1996 assignment was invalid and unenforceable, but failed to apply the finding in phase two of trial. We conclude Jones’s characterization of the trial court’s ruling in phase one is incorrect. The claims in the cross-complaint were based on the allegation that Jones had individual rights in Warren compositions as an heir. The affirmative defenses to the cross- complaint that were litigated in phase one of trial alleged Jones was estopped from asserting she had individual rights and waived her claims based on individual rights because the 1996 assignment transferred all of Jones’s rights in Warren 42 compositions to Four Jays and waived all claims. In phase one, before Jones presented evidence as to which individual rights in which songs formed the basis of her claims, the trial court concluded Riva and Four Jays failed to establish that all of Jones’s rights, whatever they may be, were transferred to Four Jays through the 1996 assignment. It was clear from the evidence that the parties did not perceive the 1996 assignment to have transferred of all of the heirs’ individual rights in Warren compositions to Four Jays, such that Riva and Jones held no individual rights in Warren compositions after the assignment. For example, the 1996 assignment purported to assign the writer’s share from Warren compositions to Four Jays. But it was undisputed that Warren received the writer’s share separately, apart from Four Jays, and the heirs continued to receive the writer’s share on an individual basis. So, the writer’s share was an individual interest in Warren compositions that was never claimed or received by Four Jays, despite the apparent language of the assignment. Although some evidence introduced at trial suggested the right to receive the writer’s share for certain compositions may have been held in one or more trusts, there was no clarification as to whether the writer’s share was a trust asset from which the heirs simply received income as beneficiaries. In addition to the heirs’ individual receipt of the writer’s share, the heirs continued to receive royalties individually from music publishing contracts that Warren entered into during his lifetime, which had not been terminated or returned to Four Jays. Income from these agreements was received by the heirs separate and apart from the business of Four Jays, consistent 43 with the purpose of Four Jays to exploit the song rights after the original publishing contracts terminated. Moreover, there were legal questions raised during phase one about whether the 1996 assignment was effective to transfer future rights in songs that were reclaimed after the date of the assignment. If not, Jones argued those rights were also owned by the heirs individually. But Riva and Four Jays did not present evidence in phase one from which to determine when individual rights to specific songs had vested because the affirmative defenses at issue required finding the 1996 assignment transferred all rights and waived all claims. Based on the above, the trial court concluded in phase one that Riva and Four Jays failed to show the 1996 assignment precluded all claims by Jones based on individual ownership rights. In other words, despite the 1996 assignment, Jones could still prove that she had individual ownership rights that were not transferred by the 1996 assignment and served as the basis of her claims. The trial court did not find, however, that the 1996 assignment was invalid, ineffective, void, or abandoned for all purposes. Jones claimed that she had individual ownership rights which were not subject to the 1996 assignment and formed the basis of her cross-complaint, and the trial court concluded Riva and Four Jays failed to establish the 1996 assignment transferred all of the heirs’ interests to Four Jays, such that Jones was equitably estopped or waived claims based on individual ownership rights. It remained for Jones to prove in phase two that in fact, she had individual ownership interests from which her claims arose, outside of rights transferred to Four Jays.

44 3. Ownership of Copyrights Jones contends the finding that she failed to establish an individual ownership interest in Warren compositions is not supported by substantial evidence because it was undisputed that she had an ownership interest in the absence of the 1996 assignment. We disagree. Jones’s claim that she owned individual rights in Warren compositions was heavily disputed at trial, and both parties expressly acknowledged the need to prove when any ownership rights had vested. As an initial matter, we note it is extremely unclear what individual ownership rights Jones claims to have, in which compositions and in which territories, as the basis of her causes of action. Even during trial, Jones did not seem to have a firm understanding of the individual rights that she claimed to own, referring to her rights as “whatever they were,” stating that she relied on information from Riva for the heirs’ rights, and being unable to provide a list of songs as a starting point to prove the interests that she claimed to own. It was unclear whether Jones claimed to own: (1) a right to receive writer’s performance royalties from some number of Warren songs in the BRT, which she believed Peermusic to be collecting and forwarding to Four Jays; (2) a right to receive some amount of royalties from songs in the BRT that were still subject to the original music publishing contracts, which she believed Peermusic or Four Jays to be receiving; (3) a right to receive one-third of all royalties from all Warren songs in the BRT based on her legal argument that assignments were ineffective under the law of the BRT; or (4) a right to receive one-third of all royalties from all Warren 45 compositions in the United States and the BRT because the 1996 assignment was invalid and unenforceable or because the assignments to Four Jays were simply licensing agreements. Assuming Jones claimed all of the above, we analyze each claim separately. Substantial evidence supports the trial court’s finding that Jones failed to prove she owned a one-third interest in all Warren compositions in the United States and the BRT. The evidence showed Four Jays was not simply a music publishing company with no ownership of the underlying copyrights in Warren’s music. The stated purpose of Four Jays was to own and exploit the copyrights for songs after termination of the original music publishing agreements. Warren assigned his rights in several songs to Four Jays during his lifetime. There was no evidence or argument that these transfers were ineffective, or that property transferred to Four Jays was ever transferred back out of the company at any time. In her testimony, Jones expressly admitted that Four Jays owned some lesser-known songs. Since the evidence showed Four Jays owned some number of copyrights in Warren compositions based on Warren’s own actions during his lifetime, Jones failed to show that she directly owned an individual one-third interest in all Warren compositions. In addition to the rights transferred by Warren, song rights were transferred to Four Jays through the prior heirs, through the 1996 assignment, and through subsequent agreements of Riva and Jones. Not only did the current heirs assign rights in specific songs to Four Jays through the 1996 assignment, but the Four Jays’ board meeting minutes memorialized copyright interests reclaimed in hundreds of songs in the BRT were placed 46 in Four Jays while Jones was a director and chief financial officer of the company. To the extent that Jones claimed to own individual rights in Warren songs in the BRT because the assignment of future rights was ineffective under the law applicable to reversionary interests in the BRT, the trial court’s finding that she did not establish individual ownership rights was supported by the evidence and the law. Riva and Four Jays received legal advice from attorney Sukin in April 2017, while Jones was chief financial officer of Four Jays, that the various assignments of future interests in songs in the BRT were valid and enforceable under California law. During phase two, in connection with proving her claims in the cross-complaint, Jones did not provide any evidence as to when the rights that she was claiming in the BRT had vested, and she did not argue that an assignment of future rights in the BRT was unenforceable in California under California law. On appeal, Jones has not raised any argument about whether the assignment of future interests in songs to Four Jays is enforceable in California under California law. Jones failed to establish any such individual rights in songs in the BRT under the applicable law. Jones contends the trial court’s finding that she failed to establish any individual ownership interest is not supported by substantial evidence because it was undisputed that the heirs had interests in writer’s performance royalties and payments from the original publishing agreements. But the evidence showed the writer’s performance royalties and the payments under the original publishing agreements were received by the heirs directly, outside of Four Jays, at all times. There was no evidence that Four Jays received any writer’s performance 47 royalties or payments from the original publishing agreements. Jones did not show that these individual ownership interests served as the basis of her claims. She simply did not trace the ownership of any rights to any song from the point of vesting, under the applicable law, to establish that Four Jays collected anything that it was not entitled to collect, interfered with any contract based on song rights that it did not own, or slandered the title to any song rights. Jones contends the trial court improperly shifted the burden of proof by requiring her to disprove the affirmative defense of waiver, but this is incorrect. The trial court required her to establish that she had an individual ownership interest in the property at issue, which served as the basis for her claims, including when that ownership interest vested, and the trial court’s finding that she failed to establish her individual ownership interest is supported by substantial evidence.

4. Misappropriation and Breach of Fiduciary Duty Jones contends the trial court erred by analyzing her claims for misappropriation and breach of fiduciary duty as derivative claims because she alleged the claims solely in her individual capacity as an heir. It is clear from the statement of decision, however, that the trial court analyzed her claims in the alternative, as derivative and as individual claims. Any error in analyzing the causes of action as derivative claims when Jones did not intend to assert derivative claims was harmless. To the extent that Jones challenges the determination that she failed to show misappropriation or breach of fiduciary duty based on her individual rights as an heir, as explained above, 48 Jones failed to establish that she had any individual ownership right that served as the basis for these claims. Jones contends her claim for breach of fiduciary duty was also brought as an individual claim based on a fiduciary duty owed to Jones as a shareholder of a closely held corporation, but this doctrine does not apply because Jones is not a minority shareholder and the alleged harm, that Riva misappropriated or mismanaged funds belonging to Four Jays to pay her own expenses, are derivative claims. “ ‘[M]ajority shareholders, either singly or acting in concert to accomplish a joint purpose, have a fiduciary responsibility to the minority and to the corporation to use their ability to control the corporation in a fair, just, and equitable manner. . . . ’ [Citations.]” (Schrage v. Schrage (2021) 69 Cal.App.5th 126, 149 (Schrage).) “A minority shareholder may bring a cause of action for breach of fiduciary duty against majority shareholders as an individual claim or as a derivative claim, depending on the circumstances. [Citations.]” (Ibid.) In this case, however, Riva and Jones held equal interests as shareholders of Four Jays. “A derivative action may appear . . . to be an empty formality when there are only two shareholders, and one of them is the alleged wrongdoer. However, the law demands certain prerequisites to bringing a derivative action which have not been alleged or proven in this case, such as alleging ‘in the complaint with particularity[, the] plaintiff’s efforts to secure from the board such action as plaintiff desires, or the reasons for not making such effort, and . . . further that plaintiff has either informed the corporation or the board in writing of the ultimate facts of each cause of action against each defendant or delivered to the corporation or the board a true copy 49 of the complaint which plaintiff proposes to file.’ (See Corp. Code, § 800, subd. (b)(2).) ‘No action may be instituted or maintained’ unless there has been compliance with the statute. (Ibid.)” (Nelson v. Anderson (1999) 72 Cal.App.4th 111, 127.) To the extent that Jones could maintain an individual action for breach of fiduciary duty as a shareholder based solely on the failure to issue a dividend, the trial court’s ruling is supported by substantial evidence. There was no evidence or argument that the conditions of Corporations Code section 500 were met to authorize a distribution to shareholders, no evidence that Riva received excessive compensation or any dividend payment that Jones did not receive, no evidence mandatory dividends were required and not paid, and no evidence of a specific, identifiable net amount due to Jones that could only be ascertained by an accounting. Jones failed to comply with the standing requirements to bring a derivative action and failed to establish that she had an individual claim as a shareholder or an heir. The causes of action for misappropriation and breach of fiduciary duty were properly determined against her.

50 DISPOSITION

The appeal is dismissed as to Julia Riva. The judgment is affirmed as to Four Jays Music Company. Respondent Four Jays Music Company is awarded its costs on appeal. NOT TO BE PUBLISHED.

MOOR, J.

WE CONCUR:

HOFFSTADT, P. J.

BAKER, J.