Judge: Jon R. Takasugi, Case: 19STCV07429, Date: 2023-11-30 Tentative Ruling

Case Number: 19STCV07429    Hearing Date: November 30, 2023    Dept: 17

Superior Court of California

County of Los Angeles

DEPARTMENT 17

TENTATIVE RULING

Defendants’ motion to enforce settlement is GRANTED. The Court awards $2,750 in attorneys fees and $133.00 in costs. 

On 3/5/2019, Plaintiffs Jean Rooryck and Seven Seas Ventures, Inc. fka Audio Records, Inc. (collectively, Plaintiffs) filed suit agaist Christophe Schatteman, Danielle Schatteman, Christophe and Danielle Schatteman as Trustees of the Christophe and Danielle Schatteman Living Trust 2006, Hair Fashion, Inc., teaming Up, Inc., CS & Associates, Inc., Cristophe Levyn Ownership Group, Inc. and Christophe-Levyn, LLC, alleging: (1) breach of contract; (2) breach of implied covenant of good faith and fair dealing; (3) account stated; and (4) accounting.

Now, Defendants Christophe Schatteman and Danielle Schatteman Living Trust 2006 and Edelweiss Enterprises, Inc. (collectively, Defendants) move to enforce the settlement agreement entered into by Defendants and Plaintiffs, by dismissing this action and awarding Defendants attorney fees and costs incurred.      

Discussion

            Defendants argue that following negotiations, Plaintiffs’ counsel sent a version of a settlement agreement he referred to as “final” to Defendants for Signature in November 2022. Defendants contend that they promptly signed the agreement, and consistent with the agreement, tendered the full settlement payment to Plaintiffs’ counsel. Notwithstanding Defendants’ signature and payment, Plaintiffs failed to sign the agreement or to dismiss the action with prejudice, as they had agreed. 

            In opposition, Plaintiffs contend that they are not bound by the Settlement Agreement because the Settlement Agreement signed by Defendants on December 29, 2022 had different terms from the version initially signed by Plaintiffs on October 17, 2022. As such, Plaintiffs contend that the version signed by Defendants was a counteroffer which was never accepted, as evidenced by the fact that it was never signed by Plaintiffs.

            However, in support of this contention, Plaintiffs provide that the only altered provision between the two settlement agreements is a section of the Recitals which read: “WHEREAS, disputes have arisen between Plaintiffs and Defendants whereby Plaintiffs contend that monies are owed for services rendered pursuant to the EA Agreement and in the Schatteman Action that have gone unpaid.” This provision is not material to the agreement (indeed, even Plaintiffs express confusion as to why Defendants would remove this provision), and it does not modify the terms of the offer in any way.

 It is elementary that an acceptance is required to be identical with the offer, and must be unconditional and not add any new terms thereto. If the terms of the offer are changed or added to by the acceptance, there is no meeting of the minds and no contract." (Robbins v. Pacific Eastern Corp. (1937) 8 Cal.2d 241, 276.) However, given that this recital provision does not impact or alter the obligations of either party, its non-inclusion in the version signed by Defendant does not preclude a meeting of the minds, or constitute a counter-offer.

            Contract formation is governed by objective manifestations, not subjective intent of any individual involved. (E.g., Atlas Assurance Co. v. McCombs Corp. (1983) 146 Cal.App.3d 135, 144, 194 Cal.Rptr. 66; Meyer v. Benko (1976) 55 Cal.App.3d 937, 942–943, 127 Cal.Rptr. 846.) The test is “what the outward manifestations of consent would lead a reasonable person to believe.” (Meyer v. Benko, supra, 55 Cal.App.3d at pp. 942–943, 127 Cal.Rptr. 846.) Here, Plaintiffs concede that they signed the Settlement Agreement on 10/17/2022, and that they sent what they believed to be a finalized Settlement Agreement to Defendant for signature. Defendant signed the Agreement, and tendered payment. The Agreement by Defendant did not set forth any new terms, nor did it alter or modify any of the obligations or terms of the parties’ agreement. Plaintiffs accepted payment from Defendant owed pursuant to the Settlement Agreement, and to date have not returned this payment to Defendants. Moreover, Plaintiffs’ counsel expressly reiterated and confirmed to this Court at the continued OSC re: Dismissal (Settlement) on 5/5/2023, that the parties had settled, that Defendant had tendered payment under the agreement, and that only remaining task was for Plaintiffs to complete the ministerial tasks of signing the settlement agreement and filing a request for dismissal. As such, the objective evidence evinces contract formation and consent to the Settlement Agreement.

            Based on the foregoing, Defendants’ motion to enforce settlement is granted. Section 14 of the Settlement Agreement, entitled “Enforcement Costs,” provides that the prevailing party in any proceeding to enforce the settlement agreement is entitled to recover from the other party its “reasonable attorney’s fees, costs and expenses” incurred in such proceeding. (Ostrow Decl. Exh. B at § 14.) The Court awards $2,750 in attorneys fees ($550/hr x 5 hrs reasonably spent) and $133.00 in costs. 

It is so ordered.

Dated:  November    , 2023

   Hon. Jon R. Takasugi
   Judge of the Superior Court

Parties who intend to submit on this tentative must send an email to the court at smcdept17@lacourt.org by 4 p.m. the day prior as directed by the instructions provided on the court website at www.lacourt.org.  If a party submits on the tentative, the party’s email must include the case number and must identify the party submitting on the tentative.  If all parties to a motion submit, the court will adopt this tentative as the final order.  If the department does not receive an email indicating the parties are submitting on the tentative and there are no appearances at the hearing, the motion may be placed off calendar.  For more information, please contact the court clerk at (213) 633-0517.