California's anti-SLAPP statute provides that a special motion to strike may be filed against "[a] cause of action against a person arising from any act of that person in furtherance of the person’s right of petition or free speech under the United States Constitution or the California Constitution in connection with a public issue . . .".  Cal Code Civ. Proc. § 425.16 ("SLAPP" is an initialization of strategic lawsuits against public participation.)  Mary's Kitchen v. City of Orange, Cal. Ct. Appeal Case No. G061693 (Oct. 25, 2023) involved a dispute over a city's termination of a license agreement.  The license was terminated by the City Manager and was allegedly later discussed at a closed session of the city council at which anticipated litigation was discussed.

When the plaintiff sued, the city filed an anti-SLAPP motion premised on the argument "no action actually took place at the council meeting, and since the only thing that happened there was a discussion in anticipation of litigation, it follows that the complaint arises from protected activity".   The city filed a declaration by the City Attorney that "There was no vote, no ratification, no decision by the City Council whatsoever to ratify the termination . . .".   Neither the trial court nor the Court of Appeal agreed with the city.

The Court of Appeal's opinion raises two issues that should be of interest to corporate lawyers.  First, is the Court's characterization of the city council's non-action as involving unprotected action.  Second, the Court's emphasis on the minutes of the city council's meeting:

The City repeatedly and stridently argues in its briefs that there was no evidence of an action taken at the council meeting. But the City has failed to appreciate the importance of the words “unanimously confirmed” in the meeting minutes. A reasonably plausible inference from those words is that the city council confirmed—i.e., ratified—the city manager’s decision to terminate the license agreement, and the city council did so unanimously—i.e., all council members voted to do so. This is certainly plaintiffs’ interpretation of those words, and the complaint arises from that interpretation. The City derides this interpretation as “speculation and mischaracterization,” but it is not speculation to give words their ordinary meaning.

One can only speculate if the result would have been different if the minutes had simply provided that the city council discussed, but did not vote on, the license termination.