California’s harassment law doesn’t stop at the employment relationship. Civil Code section 51.9 lets a plaintiff sue for sexual harassment by someone in a “business, service, or professional relationship” with them, such as an investor, a producer, a landlord, or a lawyer. The plaintiff must prove the relationship, conduct that was “unwelcome and pervasive or severe,” and resulting harm. For companies, the risk is a claim from a client, founder, or job seeker that FEHA doesn’t cover.
Who can be sued under section 51.9?
Anyone in a covered business relationship with the plaintiff. Section 51.9(a)(1) requires “a business, service, or professional relationship between the plaintiff and defendant,” or that the defendant “holds himself or herself out as being able to help the plaintiff establish a business, service, or professional relationship with the defendant or a third party.”
The statute lists examples, including physicians, attorneys, real estate agents, an “investor,” accountants, bankers, landlords, teachers, an “elected official,” a “lobbyist,” and a “director or producer.” It then adds any relationship “that is substantially similar to any of the above,” so the list isn’t closed.
The holding-out language matters for businesses. An executive who promises a job seeker an introduction, or a fund partner who dangles an investment to a founder, may be in a covered relationship even though no deal or job ever existed.
What must the plaintiff prove?
Three elements. Beyond the relationship, section 51.9(a)(2) requires that the defendant made “sexual advances, solicitations, sexual requests, demands for sexual compliance by the plaintiff, or engaged in other verbal, visual, or physical conduct of a sexual nature or of a hostile nature based on gender, that were unwelcome and pervasive or severe.”
Then, under subdivision (a)(3), the plaintiff must have “suffered or will suffer economic loss or disadvantage or personal injury, including, but not limited to, emotional distress or the violation of a statutory or constitutional right.”
Each element is a defense point. The relationship may be too remote or casual. The conduct may not be “pervasive or severe,” which is a real threshold. The harm may be thin. The statute was last amended effective January 1, 2019, so older cases applying earlier versions of its elements should be read with care.
What damages are available?
Actual damages, punitive damages, and fees. Section 51.9(b) says damages “shall be awarded as provided by subdivision (b) of Section 52.” Civil Code section 52(b) makes the violator liable for “the actual damages suffered,” plus an amount set by the jury “for exemplary damages,” and “Attorney’s fees as may be determined by the court.”
Section 52(b) also includes a $25,000 civil penalty, but by its terms that penalty runs to a person denied the right in section 51.7, the statute on violence and intimidation. It isn’t written for a section 51.9 claim, and a complaint that seeks it on a 51.9 count deserves a close look.
Can a company be liable for its executive’s conduct?
It can be named. Section 52(b) reaches whoever “denies the right provided by Section 51.7 or 51.9, or aids, incites, or conspires in that denial.” A plaintiff suing over a partner’s or executive’s conduct will usually add the firm or fund, arguing it aided the conduct or is responsible for its agent.
The company’s defense starts with what it knew and what it did. A business that had a policy covering clients and outside contacts, received no complaint, and acted when it learned of the conduct is in a far better position than one that ignored warnings about a known problem.
How is section 51.9 different from FEHA?
FEHA covers workers. Government Code section 12940(j)(1) bars harassment of “an employee, an applicant, an unpaid intern or volunteer, or a person providing services pursuant to a contract.” A contractor working for the business is already protected there.
Section 51.9 fills the space outside that list: a client of a professional firm, a founder pitching an investor, an actor auditioning for a producer. A subdivision also says its definition of harassment is “limited to determining liability only with regard to a cause of action brought under this section.” Plaintiffs sometimes plead both statutes, and sorting out which one actually applies is an early defense task.
Section 51.9 claims at a glance
| Issue | What the statute says | Defense question |
|---|---|---|
| Relationship | Business, service, or professional, or holding out to help | Was there a real relationship? |
| Conduct | Unwelcome and pervasive or severe | Does it meet the threshold? |
| Harm | Economic loss, personal injury, or rights violation | What harm is actually shown? |
| Damages | Actual and exemplary damages, plus fees | Is the $25,000 penalty pleaded improperly? |
| Entity liability | Aids, incites, or conspires | What did the company know and do? |
When a 51.9 claim names your company or an executive
- Preserve the emails, texts, calendar entries, and messaging-app history between the executive and the plaintiff, and the company’s harassment and outside-conduct policies.
- Calendar the response deadline, and check for an arbitration clause in any contract with the plaintiff and whether an EPLI or D&O policy covers third-party claims.
- Identify everyone who saw the conduct or received a complaint, and keep the executive from contacting the plaintiff.
- Pull the agreements and records that define the relationship, such as engagement letters, term sheets, or casting records.
- Have counsel evaluate whether the accused executive needs separate representation before anyone speaks with the plaintiff or the press.
The firm’s page on harassment defense for California employers explains how it handles harassment claims against businesses. A related post covers aiding and abetting claims under FEHA.
Section 51.9 questions from businesses
Does section 51.9 apply to our own employees?
Generally an employee’s harassment claim against the employer belongs under FEHA. Section 51.9 is aimed at relationships outside employment. A plaintiff whose status is unclear, such as a consultant or a job candidate courted informally, may plead both, and the company should test which statute fits the real relationship.
Do we need a policy covering clients and investors?
It’s a sensible step. A harassment policy that addresses conduct toward clients, customers, portfolio companies, and others outside the company gives managers a basis to act and gives the business a record of prevention. Train senior people on it, since they’re the ones most often in covered relationships.
Is a single incident enough?
Possibly. Section 51.9 uses “pervasive or severe,” so one serious incident can qualify. A single offhand remark usually won’t. Where the conduct falls on that line is often the central dispute.
Can the plaintiff get punitive damages against the company?
The statute allows exemplary damages, but California’s general rules for punitive damages against a business still apply, and they focus on conduct by officers, directors, or managing agents. That makes the executive’s role and the company’s response important early facts.
If a client or business contact has accused your company of harassment
If a client, founder, or other business contact has sent a demand or filed suit under Civil Code section 51.9, the nature of the relationship and the company’s response usually shape the defense. Rosenberger + Kawabata represents employers defending employment lawsuits and claims through its business litigation practice, including claims involving harassment allegations against executives. Contact Rosenberger + Kawabata online for a confidential consultation, or call (310) 894-6921.
Sources
The statutes are Civil Code section 51.9, Civil Code section 52, and Government Code section 12940.
This post is general information about California and federal employment law as of November 7, 2026. It is not legal advice, and reading it does not create an attorney-client relationship. Employment statutes, regulations, and court decisions change often, and the outcome of any claim depends on its facts. Past results do not guarantee future outcomes.