California Case Law 2025: Cocoa AJ Holdings v. Schneider

Quick Answer

In Cocoa AJ Holdings, LLC v. Schneider (Cal. Ct. App., 1st Dist., Div. 3, No. A167555), a condominium developer sued a timeshare-unit owner who had campaigned against its plan to amend the CC&Rs, claiming interference, breach of a prior settlement, unjust enrichment and defamation. The Court of Appeal affirmed an order striking the entire cross-complaint under the anti-SLAPP statute. It held the claims arose from the owner's litigation-related and association-management speech, which concerned a matter of interest to the other owners, and that the developer showed no probability of winning. The opinion was filed October 8, 2025 and certified for publication October 31, 2025.

At a Glance

The Dispute

GS Heritage Place in San Francisco's Ghirardelli Square is a mixed condominium development with 53 residential units, including fractional (timeshare) units, and one commercial unit. Its CC&Rs include a "Fractional Plan." Cocoa AJ Holdings is the developer. Stephen Schneider owns a timeshare interest in a fractional unit and has voting rights in the homeowners association under the CC&Rs. Of the 53 residential units, four were originally whole units, 30 fractional units were sold, and Cocoa kept 19.

In 2018 Schneider filed a class action against Cocoa, the HOA and others over hotel use of fractional units, expense allocation and management fees. It settled in 2020. The settlement included a release, a clause barring him from soliciting others to bring claims or making "false, derogatory or disparaging statements" about the defendants, and a promise that "in future dealings with the HOA and other Defendants, he will cooperate constructively and in good faith."

In 2021 Cocoa decided to sell its 19 units as whole units, which required amending the CC&Rs. Cocoa's cross-complaint alleged that Schneider ran a multiyear campaign to block this and keep Cocoa paying the higher fractional-unit maintenance fees. It said he formed an "Independent Ghirardelli Owners Association," later a "Ghirardelli Owners Legal Fund," wrote to all fractional owners, circulated a letter accusing Cocoa and others of Davis-Stirling Act violations, solicited funds for a lawsuit, and filed two lawsuits against the HOA in December 2021. In June 2022 he sued Cocoa, and Cocoa cross-complained for intentional interference with prospective economic advantage, breach of contract, unjust enrichment and defamation.

What the Court Held

Procedural posture

Schneider filed a special motion to strike under Code of Civil Procedure section 425.16. The trial court granted it, finding every claim arose from protected activity and that Cocoa failed to show a probability of prevailing. The Court of Appeal reviewed de novo and affirmed in an opinion by Justice Petrou.

Protected activity

The court held the claims arose from two kinds of protected activity. The first is litigation-related conduct, including statements in anticipation of lawsuits and communications soliciting litigation funding. The second is association-management speech under the catchall provision for conduct in connection with an issue of public interest. Citing Country Side Villas Homeowners Assn. v. Ivie (2011) 193 Cal.App.4th 1110 and Colyear v. Rolling Hills Community Assn. (2017) 9 Cal.App.5th 119, the court said criticism of an association's board can be a matter of public interest where the decision affects all members. Here the proposed amendment would shift maintenance fees onto the more than 150 fractional owners to whom Schneider allegedly wrote, so his statements concerned a matter of interest to them. References to the lawsuits were part of the claims, not mere background.

Cocoa failed on the merits

• Interference. Cocoa offered only a declaration that it "decided that it would exercise its rights to sell" the units. That did not show an existing economic relationship with a specific buyer or an independently wrongful act.
• Defamation. Two communications were at issue. A January 2021 letter contained no provably false assertion of fact. An October 2021 letter forwarded to owners and accusing Cocoa of Davis-Stirling violations was covered by the litigation privilege (Civil Code section 47, subdivision (b)), because Schneider filed suits asserting those violations about two months later.
• Breach of contract. The court rejected the argument that Schneider "contracted himself out of anti-SLAPP protection." It read the 2020 settlement as covering matters in the class action, and found no evidence his later conduct breached it. Cocoa's reliance on Monster Energy was unavailing because the agreement there bound counsel and contained confidentiality terms.
• Unjust enrichment. It failed along with the other claims, and Cocoa did not argue a breach of the release, so that point was forfeited.

Why It Matters for Associations

The court was not deciding whether Schneider's accusations were correct. It decided that a developer's claims aimed at an owner's organizing, letters and lawsuits about association governance were covered by the anti-SLAPP statute, and that the developer lacked evidence to proceed.

Our reading is that boards, developers still controlling votes, and managers should expect owner criticism of governance to receive broad protection when it touches a matter that affects the membership. A suit against an owner over such speech risks an early motion to strike. The opinion awarded the owner costs on appeal and did not discuss attorney fees, so ask counsel about fee exposure.

• Settlement agreements with owners should state precisely what future speech or conduct they cover. The court read this one as limited to the class action's subject matter.
• Developer-held voting rights and CC&R amendment campaigns invite disputes among owners. Amendment communications from all sides are likely to be treated as association-management speech.
• The opinion does not say owners may say anything. Statements that are provably false and unprivileged can still be actionable.

Related California Law

• California HOA case law: Nahrstedt, Lamden, Dolan-King.
• Peterson v. Zhang, another 2025 anti-SLAPP appeal arising in an association.
• Arroyo v. Pacific Ridge, on owner speech and association media in a recall.
• California Davis-Stirling Act guide.
• All published California HOA decisions of 2025 and 2026.

Board Checklist

• Before threatening or filing suit over an owner's statements, ask counsel whether the anti-SLAPP statute and the litigation privilege apply.
• Draft non-disparagement and cooperation clauses narrowly and tie them to defined subject matter.
• Run CC&R amendment votes with clear, accurate notices so that disputes focus on the proposal, not the process.
• Keep minutes of open meetings where owners speak, and respond to owner demand letters on the record.
• Separate developer interests from association interests in communications and meetings.

Frequently Asked Questions

What is an anti-SLAPP motion?

It is a special motion under Code of Civil Procedure section 425.16 to strike a claim that arises from protected speech or petitioning. If the defendant shows the claim arises from protected activity, the plaintiff must show a probability of prevailing.

Does criticizing an HOA board count as protected speech?

The court said it can, relying on earlier decisions that treat association governance decisions affecting all members as matters of public interest.

Does a non-disparagement clause waive anti-SLAPP protection?

Not automatically. The court declined to read earlier Supreme Court decisions to mean the owner waived all protection. It still analyzed whether the clause was breached and found no evidence it was.

Was the October 2021 letter defamatory?

The court did not decide that. It held the letter was privileged under the litigation privilege because it related to lawsuits filed about two months later.

Did the court decide whether the developer could sell its units as whole units?

No. The opinion concerns the cross-complaint against the owner, not the CC&R amendment itself.

Was the opinion published?

Yes. It was filed October 8, 2025 and certified for publication on October 31, 2025.

Where This Comes From

We read the full opinion and the October 31, 2025 publication order in Cocoa AJ Holdings, LLC v. Schneider (No. A167555) as posted on a public case-law mirror. We did not verify a Cal.App.5th citation, so none is given. The opinion treats the case as concerning the Davis-Stirling Act (Civil Code section 4000 et seq.) only through the accusations that were made.

How APM Helps

Association Property Managers manages HOA and condominium communities in the San Francisco Bay Area from our Dublin office. See our California service area, browse every California state-law guide, or request a free proposal. Laws and documents differ by community, and we review your CC&Rs and bylaws when we build your proposal.

Legal disclaimer: This article is general information, not legal advice. Laws change and associations differ. Confirm the current statute text and how it applies to your governing documents with a licensed California attorney before acting.