William H.G. Norman
San Francisco Office
Bill Norman started practicing law in California after extensive experience as an officer in the U.S. Army, first as an infantry platoon leader on the DMZ and later as a trial attorney for both criminal prosecutions and their defense. Then, after serving for many years as a trial partner at Bronson, Bronson & McKinnon, he joined Cooper, White & Cooper LLP in 1999. He is a highly experienced business trial lawyer with emphasis in real property, wrongful termination, trade secret, professional liability, partnership/LLC disputes, probate litigation (including undue influence claims), and pipeline safety issues. He has tried over 70 lawsuits to successful conclusions, the majority of them jury trials, with the result that he has been elected to the American Board of Trial Advocates.
At Cooper, White & Cooper, Mr. Norman chairs its Real Estate Solutions Group, and regularly handles a variety of complex commercial lawsuits. He frequently authors practice alerts posted on the Firm's website, such as "Are There Limits on Attorney Fee Awards for a Prevailing Party in Real Estate or Partnership Litigation?", "Waivers in Guaranties and Loan Agreements", "Undue Influence Principles at Work in Attacking Financial Transfers," and "The Foolproof Way To Select A Mediator According To The Experts". He also has spoken to a wide variety of professional groups, such as the annual CEB seminar on Real Property Remedies, the annual California Bankruptcy Forum, the international LAW convention, PLI, and several regional offices of JAMS judges. He has appeared on national television to discuss constitutional questions and he has served as an expert witness on numerous litigation-related issues, including trial strategy and the reasonableness of legal fees.
Examples of Recent Notable Results
- Successfully obtained a very substantial recovery for lender liability misconduct including fraud against the world's second largest bank on behalf of a national pension fund client whose $100 million portfolio had been significantly invested by the bank in Lehman bonds. Evidence showed that the bank bought Lehman bonds for the client's account and recommended holding them without disclosing that the bank itself was actually unloading Lehman positions within just a few months of Lehman's bankruptcy (2013).
- On behalf of a national bank client, successfully defeated a significant lender liability claim and obtained a $1.7 million recovery for the client on a related cross-complaint against a commercial loan guarantor.
- Successful testimony as an expert witness before a San Francisco Superior Court jury and court on the unreasonableness of over $12,000,000 in attorneys fees charged by a large national law firm to its clients for trying a 3 month jury trial. The law firm contended that the complex trade secret and international money laundering trial was litigated in four different states and several countries such that the fees were justified, but Mr. Norman's expert testimony was cited repeatedly as a major basis for the determination that the law firm's fees should be reduced by over $ 5.2 million because of improper staffing, discovery abuses, and poor trial counsel leadership. (2013)
- Successful defense of numerous triple net lease fraud cases set for separate jury trials in Seattle, in which the defendant clients were accused of failing to disclose overlapping common ownership of the tenants and the sellers, weaknesses the financial condition of the lease guarantors, dual agency, and the decreased value of the space on the open market if the underlying restaurant businesses in various cities in Texas were to fail, as they later did. (2012-2013)
- In a trial featuring the $80 million sale of an energy industry company, represented the president in claims against other stockholders for breach of fiduciary duty, contract violations, and unjust enrichment. Our client obtained all relief requested plus attorneys fees as the party prevailing on issues that included alleged asbestos risk coverups, circumstances in which the transactional lawyers on both sides of the buyout gave advice to both sides of the deal, and the validity of certain EBITDA valuations. The numerous complex legal questions included whether the time periods set forth in one contract for the exercise of certain stock purchase "put" rights could be changed without the consent of all signatories. Our client argued successfully that they could be so changed because the contract generically referenced the "time periods" set forth in a second contract between different parties and that second contract contained a separate clause permitting a subsequent amendment (2012).
- Following a hard-fought trial, obtained an award valued at more than $30 million for clients who had sued for partnership dissolution and breaches of fiduciary duty. Extensive cross-claims against our clients for their alleged breaches of fiduciary duty were defeated, and almost $900,000 in attorney's fees and costs were awarded to them as prevailing parties. Some of the interesting issues at trial included whether partners' fiduciary duties to each other are modified after a Notice of Dissolution but before final wind-up, so as to permit solicitations of partnership employees and clients or to permit the forming of a competing business during the dissolution process (2012).
- Obtained a judgment dismissing a complaint and recovered substantial prevailing party attorneys fees for a client who had served as Executor of rock promoter Bill Graham's estate. The client was sued by Graham's heirs for an alleged secret diversion of intellectual property from the estate to a corporation in which the Executor was a significant shareholder. The successful result was achieved with an anti-SLAPP motion in Federal Court (2011).
- After a two-month jury trial on breach of fiduciary duty and punitive damage claims, obtained a highly successful result for a nationally prominent real estate client.
- Successful defense of a month-long jury trial in which a key issue was whether a buyer of commercial real estate property may sue his real estate broker if he himself was a licensed broker charged with due diligence responsibility (2010).
- In a lengthy Superior Court trial, won a $7 million judgment plus $1 million in attorneys fees for an individual plaintiff in a case involving the theft of a partnership opportunity by a defendant general partner in the context of a mortgage backed security transaction.
- After a month-long trial, won a $7.5 million award for a minority partner against its general partner in a cable TV investment where evidence showed extensive self-dealing by the general partner.
- On behalf of a nationally prominent, high end restaurant client, sued a luxury hotel defendant for $8 million and obtained a very substantial result on a case arising out of a breach of a License Agreement where the evidence showed defective Notices of Default as well as active interference with the client's right to cure (2009).
- Obtained a $12 million judgment for fraud on behalf of commercial real estate investor clients against their former LLC Managing Member and his affiliated general contractor entities where the evidence showed false representations as to matching capital contributions, extensive self dealing, commingling of funds with other projects, phony land option payments, and undisclosed partnerships between the Managing Member and certain third party sellers (2009).
- Successful defense, through a six-week trial, of a nationally prominent real estate brokerage firm, for alleged intentional fraud, breaches of fiduciary duty, and violations of BPC § 17200. The case arose out of five triple net lease investments (retail gasoline stations) and the claims related to alleged misrepresentations of the income stream, financial strength of guarantors, and operator track records (2008).
- In a two-week trial, successfully defeated a $2.5 million breach of contract and wrongful termination claim made by an East Coast alcoholic beverage distributor against a nationally prominent winery client.
- Obtained a defense judgment after trial for an international client in a case involving alleged misuse of overseas letters of credit by the client on a complex commercial transaction where over $50 million in damages were claimed.
- Won a $1.3 million Award after trial for a national Real Estate Investment Trust client against the seller and builder of a large apartment complex in respect to construction defects, including multiple Aas issues.
- Successfully defended a California Superior Court lawsuit through trial against claims seeking an alter ego judgment against an individual client by piercing the corporate veil of his affiliated corporation and obtained substantial attorneys fees in favor of the individual client.
- Obtained a judgment in favor of our client after trial in a dispute between two partners arising out of extensive investments in Southern California commercial real property, with cross claims for breach of fiduciary duty, fraud, conversion, accounting, contempt of court, and domestic violence.
- Successfully defended over a three-year period the nation's largest petroleum pipeline owner in 24 personal injury and wrongful death lawsuits, including cases involving five deaths and four serious burns arising out of a fire and explosion that occurred on a high pressure petroleum line in which failures to locate and mark the line and violations of California's Underground Service Alert ("One Call") statute were alleged. DOT enforcement actions, OSHA citations, governmental entity immunities, complex indemnity issues, California State Fire Marshall investigations, and District Attorney charges were also involved. Many codefendants were convinced to contribute towards overall settlements in the range of $100 million (2006-2009).
- Secured a highly successful result following trial in a breach of fiduciary duty dispute between a prominent real estate developer client and one of its minority shareholders.
- Obtained a defense award after trial for a restaurant client accused of violating numerous covenants in its lease.
- Won a $400,000 judgment after trial for an individual client wrongfully accused of real estate partnership fraud.
- Obtained a defense award in favor of a nationally prominent client in an arbitration involving non-disclosure of an underground storage tank.
- Continuing successful litigation representation and counseling of parties to distressed real property development projects as triggered by the current credit crisis, including lenders, borrowers, guarantors, contractors and owners. This includes a wide variety of strategic actions such as pursuing managers who have commingled or stolen funds, developing lender liability claims and defenses, initiating Chapter 11 bankruptcies to preserve negotiating flexibility (and defending against SARE motions to dismiss), asserting and defending claims on personal guaranties, managing internal investor relations, defending mechanics lien foreclosure actions, and negotiating restructuring packages with third party developers (Ongoing).
Examples of Published Appellate Successes
- Won a California Appellate case in a published opinion [Westra v. Marcus & Millichap, 129 Cal.App. 4th 759] establishing the right to arbitration by a non-signatory agent to a contract containing an arbitration clause.
- Successful determination before the Ninth Circuit Court of Appeals that land sale contracts promoted as passive investments were not securities for purposes of the application of federal securities laws. [De Luz Ranches v. Coldwell Banker, 608 F.2d 1297.]
- Successful invalidation in the Court of Appeal of a client's Confession of Judgment. [Efstratis v. First Northern Bank, 59 Cal.App.4th 667.]
Other Successful Representations
- Successfully defended a nationally prominent winery in resolving claims of TCA contamination and associated product disparagement.
- Continued representation and counseling of clients as to environmental litigation including issues arising out of CERCLA, nuisance, ultrahazardous liability and trespass causes of action.
- Substantial ongoing counseling of general contractor clients in regard to AIA contracts, foreclosure and bankruptcy issues, delay claims, change orders, building damage claims for mediation, and upgrading ADR provisions.
- Successfully defended attorneys in two separate complex cases involving alleged contempt of court.
- Obtained a defense judgment for a nationally prominent freight forwarding company on a wrongful termination claim brought by the company's former president.
- Obtained an eight-figure settlement for a national real estate developer against the alter ego parent of a foreign-owned joint venture partner for breaching a financing commitment on a failed luxury hotel and golf course.
- Obtained six figure judgments against alter ego defendants in two separate cases after piercing their corporate veils.
- Successfully defeated, through a C.C.P. §425.16 Anti-SLAPP motion, numerous malicious prosecution and interference with contract claims made against an attorney client, and won a substantial award of attorneys fees for the client.
- Won a $750,000 summary judgment in federal court for a national building management firm on a fidelity bond claim against an insurance company for a bad faith denial of coverage of claims arising when a top executive of the client in Los Angeles took kickbacks from third party vendors.
- Successful defense of psychologists and clergymen in numerous lawsuits for alleged breaches of confidentiality.
- Successfully defended and prosecuted numerous lawsuits for alleged breaches of fiduciary duty on the part of majority owners of corporations and limited liability companies with respect to their relationships to minority members or shareholders.
- Achieved numerous highly successful results, including injunctive relief and a seven-figure recovery, in several major trade secret lawsuits on behalf of a national real estate broker against agents and managers who departed with customer lists and proprietary information.
- Negotiated a $1.1-million settlement for a plaintiff lender in an action against its real estate developer and its contractors for construction defects in a large apartment complex.
- Represented plaintiffs in a multimillion-dollar settlement arising out of deaths in the Loma Prieta earthquake caused by a commercial building's lack of seismic safety.
- Successfully defended a large real estate developer in a class action construction defect case in Contra Costa County.
- Successfully defended a Bay Area-based REIT in a $12 million construction defect lawsuit for developer liability on a large peninsula condominium project, settling the case with a contribution equal to less than half of expected trial costs.
- Continuous advice, counseling, and litigation defense of partnership disputes, including litigation and mediation of issues involving departing partners taking clients and files.
- Successful defense of a client on a project delay claim arising out of construction of the Grand Coulee Dam.
- Successful defense of numerous real estate developers in over 25 cases alleging construction defects, including foundations, roofing issues, hardboard siding, beetle-infested hardwood floors, and faulty jacks.
- Numerous successful trials and arbitrations defending real estate brokers, attorneys, psychologists, clergymen, engineers, and appraisers against claims of professional negligence and fraud.
- Successfully defended the project engineer on professional negligence claims arising out of construction of the Black Butte Dam.
- Obtained through litigation a $1-million reduction in rent on behalf of an engineering company tenant on the grounds that the landlord's 1927 building lacked seismic safety.
- Successfully defended a REIT in a suit for breach of a written loan commitment agreement.
- Successfully represented plaintiffs in several multimillion lawsuits for fraud in connection with mortgage conduits.
- Won a summary judgment for a client seeking a critical prescriptive easement for its commercial property.
Mr. Norman's litigation philosophy is to be aggressive in representing a client's interests while continuing to look for creative and cost-effective solutions. As a professional mediator who successfully completed the national Academy of Attorney Mediators program, he understands that early resolution of disputes is preferable, though ADR efforts are best pursued after solid preparation and from positions of strength. Litigation budgets are a desirable way to address client expectations and to control legal costs. Clients should be kept closely advised in detail. All client inquiries should be responded to immediately, and certainly no later than the same business day.
Professional and Community Activities
Mr. Norman has spoken widely to a variety of professional audiences, including Continuing Education of the Bar (1999 - present, panelist in CEB's Real Property Remedies Seminar), the California Bankruptcy Forum, Lorman, and Practicing Law Institute seminars, law schools, trade associations, and state conventions. He has appeared on national television (ABC's "20/20") to discuss constitutional issues, and he has published numerous articles on a wide variety of current issues. These include articles appearing in California Lawyer, The Recorder, The Daily Journal,CPA Managing Partner Report, Alternatives, Pacific Builder, ABTL Report, Financial Planner Magazine, Realtor Magazine, Defense Research Institute Journal, American Agent & Broker, California Real Estate Journal, and Corporate Real Estate Executive.
Born - Colorado Springs, Colorado
B.A. - Williams College
LL.B. – University of Virginia