SUPERIOR COURT OF THE STATE OF CALIFORNIA  

FOR THE COUNTY OF LOS ANGELES - CENTRAL DISTRICT 

 

 

I. Background 

On March 24, 2022, Plaintiffs, Concepcion Morales (“Plaintiff”) filed this action against Defendants, Cubbie Lee French (“French”), Michael Candler (“Candler”), and Candler Trucking (collectively, “Defendants”) for damages arising from a motor vehicle accident.   

On May 13, 2022, Defendants filed a cross-complaint against Plaintiff for breach of contract, declaratory relief, and indemnification.  

Defendants now move for summary judgment on the grounds that Plaintiff entered into a binding and enforceable settlement agreement with Defendants to settle her bodily injury claims, and that Plaintiff breached the contract by initiating a personal injury suit against Defendants. Plaintiff opposes the motion. 

 

A. Moving Argument  

Defendants argue that on March 15, 2022, Plaintiff agreed to settle her bodily injury claims arising from the subject accident in exchange for $10,000. On March 24, 2022, Defendants, through their insurer United Financial Casualty Company (“United Financial”), issued a check to Plaintiff for $10,000. However, on the same day, Plaintiff initiated the instant action by filing suit against Defendants on March 24, 2022, reneging on her agreement to settle. Furthermore, the settlement check was never sent back to United Financial.  

 

B. Opposing Argument  

Plaintiff argues she sent a release with new and different terms and conditions, and the counter-offer served as a rejection of Plaintiff’s original settlement demand which did not include any of those terms. Plaintiff contends there was no meeting of the minds to form a settlement. 

 

II. Request for Judicial Notice 

Defendants request the Court take judicial notice of Plaintiffs’ Complaint and Defendants’ Cross-Complaint filed in this matter. The requests are granted pursuant to Evidence Code § 452(d).   

 

III. Evidentiary Objections 

Plaintiff submits two objections to Defendants’ evidence. Objection 1 to the Declaration of McCallister is overruled. Objection 2 Defendant’s Exhibit 5 to is overruled.  

[A] defendant may simply show the plaintiff cannot establish an essential element of the cause of action “by showing that the plaintiff does not possess, and cannot reasonably obtain, needed evidence.” (Id. at p. 854.)  Thus, rather than affirmatively disproving or negating an element (e.g., causation), a defendant moving for summary judgment has the option of presenting evidence reflecting the plaintiff does not possess evidence to prove that element. “The defendant may, but need not, present evidence that conclusively negates an element of the plaintiff's cause of action. The defendant may also present evidence that the plaintiff does not possess, and cannot reasonably obtain, needed evidence—as through admissions by the plaintiff following extensive discovery to the effect that he has discovered nothing” to support an essential element of his case. (Aguilar, supra, at p. 855.) Under the latter approach, a defendant's initial evidentiary showing may “consist of the deposition testimony of the plaintiff's witnesses, the plaintiff's factually devoid discovery responses, or admissions by the plaintiff in deposition or in response to requests for admission that he or she has not discovered anything that supports an essential element of the cause of action.” (Lona v. Citibank, N.A., supra, 202 Cal.App.4th at p. 110.)  In other words, a defendant may show the plaintiff does not possess evidence to support an element of the cause of action by means of presenting the plaintiff's factually devoid discovery responses from which an absence of evidence may be reasonably inferred. (Scheiding v. Dinwiddie Construction Co. (1999) 69 Cal.App.4th 64, 83.) 

 

Thus, a moving defendant has two means by which to shift the burden of proof under the summary judgment statute: “The defendant may rely upon factually insufficient discovery responses by the plaintiff to show that the plaintiff cannot establish an essential element of the cause of action sued upon. [Citation.] [Or a]lternatively, the defendant may utilize the tried and true technique of negating (‘disproving’) an essential element of the plaintiff's cause of action.” (Brantly v. Pisaro (1996) 42 Cal.App.4th 1591, 1598.)  

(Leyva v. Garcia (2018) 20 Cal.App.5th 1095, 1103.) 

 

Until the moving defendant has discharged its burden of proof, the opposing plaintiff has no burden to come forward with any evidence. Once the moving defendant has discharged its burden as to a particular cause of action, however, the plaintiff may defeat the motion by producing evidence showing that a triable issue of one or more material facts exists as to that cause of action.  (Id. at §437c(p)(2).)  On a motion for summary judgment, the moving party's supporting documents are strictly construed and those of his opponent liberally construed, and doubts as to the propriety of summary judgment should be resolved against granting the motion.  (D’Amico v. Board of Medical Examiners (1974) 11 Cal.3d 1, 21.) 

 

B. Analysis 

 “‘A settlement agreement is a contract, and the legal principles [that] apply to contracts generally apply to settlement contracts.’ [Citation.] Its validity is ‘judged by the same legal principles applicable to contracts generally.’ [Citations.]”  (Stewart v. Preston Pipeline Inc. (2005) 134 Cal.App.4th 1565, 1585.) “Contract formation requires mutual consent, which cannot exist unless the parties ‘agree upon the same thing in the same sense.’ (Civ. Code, §§ 1580, 1550, 1565.) ‘If there is no evidence establishing a manifestation of assent to the “same thing” by both parties, then there is no mutual consent to contract and no contract formation.’ [Citation.].”  (Bustamente v. Intuit, Inc. (2006) 141 Cal.App.4th 199, 208.) 

An essential element of any contract is the consent of the parties, or mutual assent. Mutual assent to a contract usually is manifested by an offer communicated to the offeree, and an acceptance communicated to the offeror. An “offer” is the manifestation of willingness to enter into a bargain so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it. Determination of whether a particular communication constitutes an operative offer, rather than an inoperative step in the preliminary negotiation of a contract, depends upon all the surrounding circumstances. The objective manifestation of the party's assent ordinarily controls in determining whether a communication constitutes an operative offer, and the pertinent inquiry is whether the individual to whom the communication was made had reason to believe that it was intended as an offer.  (Donovan v. RRL Corp. (2001) 26 Cal.4th 261, 271, rehearing denied, as modified.) 

Here, Plaintiff and French were involved in a motor vehicle accident on July 22, 2020. (UMF 1.) The vehicle driven by French was covered by an insurance policy issued by United Financial, which was purchased by Candler d/b/a as Candler Trucking. (UMF 2.) French was the permissive driver of the vehicle, and United Financial provided French, Candler, and Candler Trucking defense to Plaintiff’s claim without reservation of rights. (UMF 4.) On behalf of Defendants, United Financial negotiated a settlement agreement with Plaintiff on her bodily injury claims arising from the incident. (Ibid.) The claim with United Financial, through claims representative Alexis McCallister (“McCallister”), was opened in response toe Plaintiff’s claim for damages. (UMFs 5-7.) Downtown L.A. Law Group, LLP (“DTLA”) was retained by Plaintiff and DTLA enclosed a “Letter of Designation” signed by Plaintiff to United Financial. (UMFs 8-9.) The Letter of Designation provided that DTLA are Plaintiff’s representatives to handle all transactions, including any/all negotiations. (UMF 10.) 

On January 31, 2022, DTLA presented a policy limits settlement demand on behalf of Plaintiff. (UMF 11.) On February 1, 2022, McCallister emailed Plaintiff’s counsel acknowledging the policy limits demand. (UMF 12.) On February 7, 2022, McCallister presented a counter-offer to the policy limits demand stating: “We would like to confirm our offer of $7,000.00 for full and final settlement of CONCEPCION MORALES's Bodily Injury claim. Please extend this offer to your client as soon as possible so we can take the next step to resolve this claim.” (UMFs 13-14.) Plaintiff is only claiming damages for bodily injury in this matter, and is not making a claim for loss of or damage to property, and is not making a claim for loss of past income, earning capacity, or loss of future income. (UMFs 29-31.) 

On March 3, 2022, DTLA responded: “We have taken your offer to our client and she has respectfully rejected it. I will get back to you shortly with a counter, thanks.” (UMF 15.) On March 15, 2022, McCallister followed up: “Does your client have a counter . . .?” (UMF 16.) Later that same day, DTLA sent United Financial a written offer (via email) to settle Plaintiff’s claim for $10,000, stating, “If you can meet me at $10,000.00, you’ve got a deal.” (UMF 17.) On March 15, 2022, McCallister confirmed United Financials’ acceptance of Plaintiff’s offer to settle for $10,000 by stating: “Thank you for your email. I can agree to the $10,000. Please confirm your firm’s Tax ID number and mailing address so I can mail the check.” (UMF 19.) On March 24, 2022, DTLA provided its tax ID and mailing address. (UMF 20.) On the same day, McCallister caused a check for $10,000 to be issued to Plaintiff for “Full and Final Settlement of all Bodily Injury Claims.” (UMF 21.) On March 29, 2022, DTLA emailed United Financial: “Our Client has declined the settlement offer. She had a significant flare up of pain and moving forward with surgery. We have filed suit and all previous offers and demands are hereby withdrawn. We will send the check back to the carrier and will re-open negotiations post surgery . . .” (UMF 24.) United Financial did not receive back the $10,000 settlement check from Plaintiff’s Counsel. (UMF 25.) 

“Contract law … requires that an acceptance be communicated in a clear and unequivocal fashion.”  (Gray v. Stewart (2002) 97 Cal.App.4th 1394, 1397.)  “ ‘[T]erms proposed in an offer must be met exactly, precisely and unequivocally for its acceptance to result in the formation of a binding contract [citations]; and a qualified acceptance amounts to a new proposal or counteroffer putting an end to the original offer ....’ [Citation.]”  (Panagotacos v. Bank of America (1998) 60 Cal.App.4th 851, 855-56; J.B.B. Investment Partners Ltd. v. R. Thomas Fair (2019) 37 Cal.App.5th 1, 13 n.10.)  For example, when the recipient of an offer responds “I agree,” “I accept,” and “we have a deal,” the communications “permit only one reasonable conclusion – the parties agreed to a binding settlement.”  (J.B.B. Investment Partners Ltd., 37 Cal.App.5th at 11.)   

It is undisputed that United Financial counter-offered with $7,000 for a “full and final settlement of CONCEPCION MORALES’s Bodily Injury claim” and that Plaintiff’s counsel responded to the counteroffer by stating: “If you can meet me at $10,000.00, you’ve got a deal.” United Financial accepted by stating: “Thank you for your email. I can agree to the $10,000. Please confirm your firm’s Tax ID number and mailing address so I can mail the check.” Plaintiff’s counsel provided the information, and United Financial performed by issuing the check. ‘ “The existence of mutual consent is determined by objective rather than subjective criteria, the test being what the outward manifestations of consent would lead a reasonable person to believe. [Citation.] Accordingly, the primary focus in determining the existence of mutual consent is upon the acts of the parties involved.” ’ ” (Monster Energy Co. v. Schechter (2019) 7 Cal.5th 781, 789 [249 Cal.Rptr.3d 295, 444 P.3d 97], internal citations omitted.) It is clear there was a meeting of the minds that Plaintiff’s bodily injury claim arising from the incident would be the full and final settlement in exchange for $10,000.   

Because there is evidence establishing mutual consent and an unqualified acceptance of Plaintiff’s counteroffer for $10,000, Defendants have met their burden to establish that a contract was formed. The burden thus shifts to Plaintiff to present evidence of a triable issue of material fact.  

Plaintiff argues that a settlement agreement was not reached on March 15, 2022, because Defendants sent a release with new and different terms, such as a release of property damage claims, an indemnification agreement, and waiver of CCP section 426.10 or CCP 426.30, which was not part of Plaintiff’s original offer. Plaintiff argues the release after the fact acted as a counteroffer.  

The facts of this case bears similarities to CSAA Ins. V. Hoodroj (2021) 72 Cal.App.5th 272. In CSAA, plaintiff’s attorney sent a letter to the insurance company indicating that plaintiff would settle his claim for bodily injuries in the amount of the policy limits, as long as certain conditions were fulfilled. The offer to CSAA noted that CSAA could condition its acceptance on plaintiff signing a release of all bodily injury claims against CSAA’s insured. A few weeks later, CSAA sent a written acceptance of the offer and included a release for Plaintiff to execute. Plaintiff then reneged on the settlement, arguing the release included new and different terms, including that Plaintiff release all of his claims, including those for property damage. Plaintiff then sued the insured for both bodily and property damage. In this instance, the Court of Appeal found that there was a binding settlement with respect to the bodily injury claims. The Court of Appeal noted than an objective observer would conclude from the communications between the parties that they intended to settle the bodily injury claim and that plaintiff “was under no obligation to sign a release that was inconsistent with what he agreed to.”  

Here, Plaintiff’s counsel provided no conditions in the offer to settle Plaintiff’s bodily injury claims for $10,000, and it is undisputed that Plaintiff had no other claims aside for bodily injury. Plaintiff’s counsel requested $10,000, and United Financial accepted by stating as such in writing, and performing on the contract by issuing a settlement draft for $10,000. Similar to the plaintiff in CSAA, Plaintiff here argues that United Financial’s acceptance was actually a counteroffer because United Financial included a request that Plaintiff sign a written release containing different terms. However, unlike in CSAA, Plaintiff did not provide any conditions in the offer to begin with. Nevertheless, if parties do not agree on the content of the formal writing, the proposed writing is not a counteroffer; rather, the initial agreement remains binding and a rejected writing is a nullity. (CSAA Ins. Exch. v. Hodroj (2001) 72 Cal. App. 5th 272, 276; American Aeronautics Corp. v. Grand Central Aircraft Co. (1957) 155 Cal.App.2d 69, 82; Khajavi v. Feather River Anesthesia Medical Group (2000) 84 Cal.App.4th 32, 61.) In line with this, the Court rejects Plaintiff’s contention that the release sent by Defendants acted as a counteroffer. An objective observer could conclude from the communications between the parties that the parties intended to settle Plaintiff’s bodily injury claim for $10,000. Even if Plaintiff is under no obligation to sign a release inconsistent with what she agreed to, the proposed release does not unwind the entire deal. Thus, Plaintiff breached the contract by filing suit on the bodily injury claims she, through her counsel, had agreed to settle.  

“Any other rule would always permit a party who has entered into a contract like this, through letters and telegraphic messages, to violate it, whenever the understanding was that it should be reduced to another written form, by simply suggesting other and additional terms and conditions. If this were the rule the contract would never be completed in cases where, by changes in the market, or other events occurring subsequent to the written negotiations, it became the interest of either party to adopt that course in order to escape or evade obligations incurred in the ordinary course of commercial business. * * * If the parties did not become bound in this case they cannot be bound in any case.” (Stephan v. Maloof (1969) 274 Cal. App. 2d 843, 848–49.) 

 

V. Conclusion  

Based on the foregoing, Defendants’ motion for summary judgment is GRANTED.  

 

Moving parties are ordered to give notice.