Judge: Jon R. Takasugi, Case: 19STCV31072, Date: 2024-10-08 Tentative Ruling

Case Number: 19STCV31072    Hearing Date: October 8, 2024    Dept: 17

Superior Court of California

County of Los Angeles

DEPARTMENT 17

TENTATIVE RULING

Plaintiff’s motion to enforce settlement is DENIED.  The Settlement Agreement is deemed enforceable by either party.

Given the grounds for the Court’s conclusion, the Court declines to award attorney fees to either side at this time.

On August 30, 2019 Plaintiff Hasan Tehranchi (Plaintiff) filed suit against Golnaz Afgo Ahmadi and Blo & Fill Bar LLC (Defendants). On 6/29/2021, Plaintiff filed a  third amended complaint (TAC) alleging: (1) breach of fiduciary duty; (2) accounting; (3) unjust enrichment; (4) fraud; and (5) constructive trust.

            Now, Plaintiff moves to enforce settlement.

Discussion

            Plaintiff moves this Court for an Order to Defendant to sign a Stipulated Judgment pursuant to the terms of the Settlement Agreement and attorneys’ fees in the amount of $2,133.75.

            Plaintiff contends that, on the first day of trial, and before the jury was called, the Parties met at the cafeteria and settled the case. Thereafter, the counsel placed the settlement terms on record. The Parties then engaged in difficult and extensive negotiations concerning the drafting of a formal settlement agreement and stipulated judgment. The Stipulated judgment was finally executed on February 21, 2024. However, the Stipulated Judgment that was attached to the Settlement Agreement was unsigned.

            Now, Plaintiff contends that Mr. Weiss has refused to agree to allow his client to sign a stipulated judgment:

He initially commented that he was concerned about a potential reference to a fraud cause of action. Such concern was immediately addressed and the new version was forwarded. Ultimately, on April 30, 2024, Mr. Weiss approved “as to form” a self-serving version of the Stipulated judgment. However, contrary to the terms of the Settlement Agreement, Defendant never signed any such document to date.

            (Motion, 1: 14-17.)

            In opposition, Defendant contends that the July 27 agreement, including the form of stipulation for entry of judgment, contained many provisions not agreed to in the July 17 court proceedings:

The stipulation for judgment was both improper in form and substance, and was not acceptable to defendants. An extensive revision was returned to plaintiff counsel August 4, and on August 8 a revised form of stipulation for judgment followed. (See exhibits 3 and 4 to the Weiss declaration.) On October 16, 2023, plaintiff counsel notified defense counsel that plaintiff accepted the form of agreement and stipulation sent to Mr. Abrams in early August. (Exhibit 5 to the Weiss declaration.)

Defendants sent the final version November 8, 2024. On January 24, 2024 defendant signed the agreed upon version. On February 22, 2024, plaintiff counsel sent a copy of the signature page signed by Hassan Tehranchi, saying his client had signed the agreement. On February 27, 2024, counsel for Tehranchi did a 180-degree reversal by suddenly claiming that the previously-accepted form of stipulation was “not acceptable” and proffering the form defendants originally sent. That version had additional covenants in the stipulation which are not proper in a judgment and which were previously rejected, and had an ambiguous reference to the complaint causes of action. (Exhibit 7.) Weiss immediately replied that the version sent to him in November was authoritative (exhibit 8)

            (Opp., 3: 1-18.)

            As such, through the moving papers of both sides, the Court is essentially being asked to determine which side’s preferences for a Stipulated Judgment should be honored. Such is not an appropriate task for the trial court. Tellingly, neither side has cited any relevant case law to show that it is appropriate for the trial court to determine the content of a stipulated judgment.

The Settlement Agreement required execution of a stipulation for judgment by the defendant attached as Exhibit “A” but no such Stipulated Judgment existed at the time. Now, the parties cannot agree as to the terms of a Stipulated Judgment. Given that this is a prerequisite to dismissal of this case, this clearly constitutes a material term of the agreement. If there is no evidence establishing manifestation of assent to the “same thing” by both parties, then there is no mutual consent to contract and no contract formation. (Weddington Production, Inc. v. Flick (1998) 60 Cal.App.4^th 793.)

            In Flick, the Court was presented with an analogous situation in which there was an attempt to conclude a contract (i.e., a settlement agreement), but there was a failure to agree on material terms. (Weddington Productions, Inc. v. Flick (1998) 60 Cal.App.4^th 793 (Flick).) The Court of Appeal reversed the trial court’s ruling enforcing a settlement agreement, because it found it reflected terms create by the judge rather than the mutually agreed upon terms of the parties.

The Court noted that “no settlement can be specifically enforced against the Flick Parties pursuant to section 664.6 unless it can be found that the Flick Parties expressly consented in writing to the material terms of that settlement.”  (Id. at p. 810.) In outlining the proper role of the trial court, the Court wrote that “[a]lthough a judge hearing a section 664.6 motion may receive evidence determine disputed facts, and enter the terms of a settlement agreement as a judgment…nothing in section 664.6 authorizes a judge to create the material terms of a settlement, as opposed to deciding what terms the parties themselves have previously agreed upon. (Id., original emphasis.)

Here, the materiality of the Stipulated Judgment is clear, as the parties find themselves unable to dismiss this action because they cannot actually agree to the terms of the judgment. In order to grant the relief requested by either party, the Court would have to become a drafter of the Stipulated Judgment by determining whether or not the covenants sought by Plaintiff should be included in the judgment. The Court has no authority to create the material terms of a settlement, and may only enforce the terms the parties themselves previously agreed to. (Id.)

Accordingly, the Court must conclude that no enforceable settlement exists, and is void. Given that the preliminary settlement manifests a desire to settle, rather than litigate this matter, the Court urges the parties to work cooperatively to reach an enforceable settlement which embraces all material terms.

Based on the foregoing, Plaintiff’s motion to enforce settlement is denied. Given the grounds for the Court’s conclusion, the Court declines to award attorney fees to either side at this time.

It is so ordered.

Dated:  October    , 2024

   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.