Hon. Sheila Prell Sonenshine (Ret.)

T: 714-939-1300
F: 714-939-8710
Available nationwide
Business/Commercial

Justice Sonenshine’s forty year career as a lawyer, jurist, entrepreneur and JAMS mediator/arbitrator makes her exceptionally qualified to resolve a wide variety of business matters.

As a lawyer, Superior Court Judge and Court of Appeal Justice she represented, tried and presided over countless business matters, with issues ranging from the ordinary to complex and precedent setting.

In addition to Justice Sonenshine’s other business and legal experiences, she founded a federally chartered commercial bank, a 400 employee international investment bank focused on privately held mid size companies and was a Series 7, 24 and 63 SEC licensee. This unique background gives her an uncommon perspective in the resolution of business and commercial matters.

Acknowledged as a quick study, regardless of the matter’s complexity, attorneys throughout the country recognize Justice Sonenshine’s acumen in resolving even the most challenging business cases. Testaments to her accomplishments include her meticulous preparation, practical but creative perspective and focused dedication to the resolution of cases.

“Worth every penny” is how an attorney summarized his recent experience with her on a multi-day session that involved relentless follow up.

Highlights

  • Legal Experience
    • Served for nearly two decades as a Justice on the California Court of Appeal after sitting as a Orange County Superior Court Judge
    • Heard thousands of appeals and authored nearly 2,000 opinions while serving on the California Court of Appeal
    • Inaugurated and oversaw California’s first mandatory appellate settlement conference program, resulting in the settlement of nearly 50% of the Court’s civil cases
    • Starting as a sole practitioner, Justice Sonenshine built Sonenshine and Armstrong into a major Orange County law firm
    • She then became Managing Partner of the Orange County office of Gordon, Weinberg, Sonenshine and Zipser
    • Her clients included a Wall Street stock brokerage firm and its high net worth clients, a federally chartered bank and a national restaurant chain
  • Business Experience
    • Co-founded EquiCo (purchased by H & R Block and now McGladrey Capital Markets)
      • An investment bank specializing in mergers and acquisitions, divestitures, capital raising, and fairness opinions for privately-held, middle-market companies
      • As Executive Managing Director of RSM EquiCo, she helped shape the company’s strategic direction, established its European headquarters, and oversaw its growing international presence 
      • Created the company’s International Buyer Symposia program attended by CEOs and senior executives from Europe’s largest, prominent strategic and financial buyers, institutional investors, and advisors. These symposia addressed the North American middle-market acquisition climate.
      • The company has generated billions of client liquidity and has become an internationally ranked, top Mergers and Acquisition advisor
      • Experienced in hiring, training, and setting expectations and goals
      • International business experience
    • Founded a federally chartered bank later purchased by Wells Fargo Bank
    • Founded a private equity fund focused on growth-state, women owned and women led businesses
    • Served on numerous corporate boards
    • Experienced in hiring, training, and setting expectations and goals in an international business setting
    • Her merger and acquisition mid-market experience makes her well suited to resolve disputes involving smaller, closely-held businesses
  • Securities (SEC) and other licenses
    • SEC General Securities Representative (Series 7)
    • SEC General Securities Principal (Series 24)
    • SEC Uniform Securities Agent - State Law (Series 63)
    • California Real Estate Broker License

Representative Matters
Justice Sonenshine’s published cases, mediations and arbitrations deal with a wide range of commercial and business issues including:

  • General Commercial
    • Partnership disputes and dissolutions
      • Involving a variety of technical industries
      • Professional medical and legal partnerships 
      • Accountings
    • Corporate/Business
      • Suit by corporation and two directors against former employees, directors and major shareholder for breach of fiduciary duty, conversion, accounting, constructive trust, slander and intentional and negligent infliction of emotional damages
      • Breach of contract regarding movie distribution rights
      • Breach of contract; quantum meruit relief; accounting involving major hospital chains and large family owned business corporate dissolution
      • Breach of contract, breach of fiduciary duty and health care provider’s business and profession code violations
      • International operating agreement and consumer goods distribution dispute 
      • Breach of oral contract for commissions and quantum meruit relief (Watson v. Wood Dimension (1989) 209 Cal.App.3d 1359)
    • Trade Secret
      • Misappropriation of trade secret, unfair competition, interference with contractual relationship
    • Franchise
      • Franchisee is independent contractor in wrongful death action seeking to hold franchisor vicariously liable (Cislaw v. Southland Corp. (1992) 4 CA4th 1284)
      • Real estate brokerage action against franchisee and guarantors for royalties allegedly due under the franchise agreement
  • Banking
    • D’Oench Doctrine (a defense or claim seeking to defeat or diminish assets held by a federal insure must be contained in writing)
      • FDIC protected from secret agreements between banks and its debtors (FDIC v. Bureau (1989) 212 CA 3d 956)
      • Extended to a real property exchange contract with a savings and loan taken over by the FDIC
      • FDIC acting as receiver for insolvent bank protected from unrecorded oral agreement between bank president and principals
      • Unrecorded claims against insolvent institutions taken over by Federal Deposit Insurance Corporation disallowed whether framed in tort or contract, asserted affirmatively or as a defense or whether general creditors or plaintiffs seek a specific asset (FDIC) (Bartram v. FDIC (1991) 235 CA 3d 1749)
    • FDIC initial assignee on matured note entitled to six year federal statute of limitations (Professional Collection Consultants v. Hamada (1997) 53 CA 4th 1016)
    • Full credit bid rule bars lender bank from maintaining negligence action against third party non borrower
  • Real Estate/Real Property/Construction/Real Estate Loans
    • Action by buyer against broker and seller for recession of purchase and sale agreements alleging fraud and deceit, based on Intentional Misrepresentation and Negligent Misrepresentation, Nondisclosure and/or Concealment and Constructive Fraud Based on Breach of Fiduciary Duty and Breach of Contract
    • Redevelopment credits dispute between city and shopping center development
    • Class Action by homebuyers against real estate developer and its wholly owned escrow company for violations of the Cartwright Act (Bus. & Prof Code section 16720 et seq.) and Civil Code section 2995 prohibiting real estate developers from requiring escrow services by entities in which developers have financial interests. (MacManus v. A.E. Realty Partners (195 Cal.App. 3d 1106))
    • Specific Performance
      • Vendors not entitled to compensation for businesses operating losses and loss of income (BD Inns v. Pooley (1990) 218 CA 3d 289)
      • Vendors can maintain specific performance cause of action despite availability of relief for consequential damages 
    • Title Insurance
      • Policy did not insure against loss sustained by lender as a result of insurer’s mistaken representation re parcel’s acreage. (Golden Security Thrift & Loan v. First American Title Insurance (1997) 53 Cal.App.4th 250)
    • Real estate leases
      • Perpetual lease extension renewals exempt from uniform statutory rule against perpetuities (Shaver v. Clanton (1994) 26 CA 4th 568)
      • Lease extension involving town or city subject to a 99-year term (Shaver v. Clanton (1994) 26 CA 4th 568)
      • Cancellation provision and option to extend; forfeiture; right to fire proceeds (Long Beach Partnership v. Libaw (1999) 70 CA 4th 212)
      • Lessee can exercise option to renew by actions before expiration of the lease when lease is silent as to how option is to be exercised (ADV Corporation v. Wikman (1986) 178 Cal.App.3d 61
      • Tenant’s purported lease renewal did not extend original period of lease to preclude exercise of provision permitting termination for total or sufficient partial destruction of premises within two years of end of lease’s term
      • Dispute re lease holdbacks and lease overpayments
    • Community Associations/Condominium owners
      • Conflict between Homeowner’s Community Association and CC & Rs (Battram v. Emerald Bay Community Association (1984) 157 Cal.App.3d 1184)
      • Liability of individual condominium owners for injuries sustained in common area (Ruoff v. Harbor Creek Community Association (1992) 10 Cal.App.4th 1624)
    • Stop Notices
      • Stop notices and statute of limitations (Structural Steel Fabricators v. City of Orange (1991) 234 CA 3d 1206)
    • Forged Signature on trust deed
      • Damages against a bank, notary, her employer and surety resulting from plaintiff’s forged signature on note and trust deed (McComber v. Wells (1999) 72 CA 4th 512)
    • Realtor breach of fiduciary duty and loss of realtor license
    • Large commercial landlord tenant development agreements
    • Foreclosure/Deficiency judgment/Abstract of judgment/Judgment creditor
      • Second trust deed holder must give notice of delinquency on first and second trust deeds (Little v. Harbor Pacific Mortgage (1985) 175 CA 3d 717)
      • CCP section 580b automatically applies to standard purchase money transaction and is inapt where new note secured by property other than that securing original purchase money note and note did not represent money related to purchase of property in question (Goodyear v. Mack (1984) 159 CA 3d 654)
      • Creditor seeking satisfaction of judgment lien against debtor, real property purchaser and financial institutions must correctly spell debtor’s name in abstract of judgment. Doctrine of idem sonans (the same sound) is inapt. (Orr v. Byers (1998) 198 CA 3d 666)
      • CCP section 580b protection (deficiency judgment may not be recovered on purchase money obligation) inapt when subordination occurred and was reinstated neither by a renegotiation that resulted in a change in size of the lien holder’s loan nor by payment to lien holder as compensation for risk of subordination to a larger construction loan (Ziegler v. Barnes (1988) 200 Cal.App.3d 224)
      • Party owes duties as both real estate broker and foreclosure consultant; plaintiff entitled to actual damages of the difference between what defendants paid for the house at foreclosure sale and property’s market value at that time; award of treble exemplary damages; recession allowed despite plaintiff’s failure to tender default amount because it would have been inequitable to so require (Onofrio v. Rice (1997) 55 Cal.App.4th 413)
    • Action to rescind loan and damages for misleading promise re home loan preapproval
    • Tax Free exchange
      • Vendor in fact following a tax free exchange can pursue same remedies as a vendor in a two way exchange
    • Construction
      • Breach of construction contract and indemnification for a large construction and manufacturing company 
      • Construction loan proceeds available only to statutory claimants and parties to the contract
      • Civil Code section 3264 bars all claims on construction loans except those arising from rights created by direct written contract between the parity asserting the right and the person holding the fund. General contractor could not collect construction loan fund established between property owner and bank. (Sofias v. Bank of America (1985) 172 CA 3d 583)
    • Determination of a mobile home park lease’s fair market value should be made in accordance with the highest and best use of the land without regard to present lease and including ordinances and statutes which might proscribe or render a change of use of the property financially unfeasible (Humphries Investors v. Walsh (1988) 202 Cal.App.3d 766)
  • Professional Practices
    • CPA fee and contract disputes
    • Dissolution of medical practice
    • Dissolution of law firm; departure of partner in law firm and forfeiture clauses
  • Bankruptcy
    • State court is without jurisdiction to hear tort matters arising out of alleged misuse of the bankruptcy process (Saks v. Parilla, Hubbard & Militzok (1998) 67 CA 4th 565)
  • Business Taxes and Fees
    • Rev. & Tax Code section 219 business inventory exemption only if item is held for sale or lease or intended to be incorporated into an item for sale or lease or property held by service providers regularly delivered to customer as part of provided service (Sterigenics International v. County of Orange (1996) 47 CA 4th 1541)
    • County Board of Supervisors can assess fee against rental car companies pursuant to its authority to operate airport (Alamo Rent a Car v. Board of Supervisors of Orange County (1990) 221 CA 3d 198)
    • Stock transfer resulting in corporate change of control is change of ownership (Kraft v. County of Orange (1990) 219 Cal.App.3d 1104)
    • Revenue and Tax Code section 60 change of ownership applies when vendor sells a fee simple interest to a purchaser and simultaneously acquires a future leasehold interest in the property (Crow Winthrop Operating Partnership v. County of Orange (1992) 10 CA 4th 1848
    • Tax roll assessment reductions valid for year appeal taken and prospectively but not retroactively (Osco Drug v. County of Orange (1990) 221 Cal.App.3d 189)
    • County imposition of landfill and waste transfer station gate fees (Garden Grove Sanitary District v. County of Orange (1984) 162 Cal.App.3d 842)
    • Gov Code section 65970 et seq fee requirement is applicable to all necessary approvals, including building permit; prior acceptance of tentative map dies not relieve builder from compliance (Laguna Village v. County of Orange (1985) 166 CA 3d 125)

Honors, Memberships, and Professional Activities

Bar Associations, Affiliates and Other Professional and Pro Bono Groups

  • Named Loyola Law School's 50 Inspirational Alumni, 2014
  • Justice David G. Sills Award for appellate excellence, Orange County Bar Association Appellate Law Section, 2011
  • Lifetime Achievement Award, American Jewish Committee, 2010
  • Member, Commission on Judicial Nominees Evaluation, State Bar of California, 2010-present
  • Executive Committee Member, Orange County Jewish Lawyers, 2010-present
  • UCI School of Law Dean's Campaign Cabinet, 2008-present
  • Robert Samuel Barnes Award, Orange County Bar Foundation, 2006
  • Marcus Kaufman Jurisprudence Award, Anti Defamation League, 2004
  • Legal Aid Society of Orange County Recognition Award, 1998
  • Founder and Chair, Sonenshine Pro Bono Reception, 1995-present
  • Franklin G. West Lifetime Achievement Award, Orange County Bar Association, 1995
  • Community Service Award, Public Law Center, 1994
  • Founding member and first Co-Chair, Orange County Bar Gender Bias Committee, 1992-1995
  • Outstanding Judge of the Year, Orange County Women Lawyers, 1988
  • Member, California Judicial Council Advisory Committee on Gender Bias, 1987-1991
  • Chair, California Center for Judicial Education and Research, 1987
  • The American Academy of Matrimonial Lawyers, 1981-present
  • Founding member and Chair, Orange County Bar Association's Women and Individual Rights Section, 1974
  • Assistant Professor of Law, Irvine University School of Law, 1973-1974
  • Board of Trustees, Orange County Museum of Art
  • Loyola University School of Law Board of Visitors
  • Founding Board Member, Public Law Center

Civic

  • Member: International Women's Forum/The Trusteeship, The Anti-Defamation League of Orange County and Long Beach's Regional Board
  • Past Member: The Orange County Performing Arts Center Board of Directors
  • Speaker for educational, legal, and business groups, as well as a contributing author on topics relating to law, business, and finance

Family Law

  • Service to Family Law Award, American Bar Association Family Law Section, 1993
  • Family Law Person of the Year, American Academy of Matrimonial Lawyers, 1993
  • Jurist of the Year, State Bar of California Family Law Section, 1991

Publications

Background and Education

  • Principal in Sonenshine Enterprises since 2004. In that capacity, she has invested in a number of women-led companies, and served as a trusted advisor to numerous female entrepreneurs
  • Co-Founder and Executive Managing Director, EquiCo (subsequently RSM EquiCo after being acquired by H&R Block in 2001), now known as McGladrey Capital Markets, 1999-2004
  • Associate Justice, California Court of Appeal, Fourth Appellate District, Division Three, 1982-1999
  • Judge, Orange County Superior Court, 1981-1982 (Presiding Judge, Family Law Panel)
  • Private law practice, Newport Beach, 1971-1981
  • J.D., Loyola School of Law, 1970 (St. Thomas More Honor Society)
  • B.A., Economics, University of California, Los Angeles, 1967

Disclaimer

This page is for general information purposes.  JAMS makes no representations or warranties regarding its accuracy or completeness.  Interested persons should conduct their own research regarding information on this website before deciding to use JAMS, including investigation and research of JAMS neutrals. See More

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