Judge: Mitchell L. Beckloff, Case: 22STCP01932, Date: 2023-07-21 Tentative Ruling

Case Number: 22STCP01932    Hearing Date: December 6, 2023    Dept: 86

LEONA VALLEY TOWN COUNCIL v. CITY OF PALMDALE

Case No. 22STCP01932

Hearing Date: December 6, 2023

[Tentative]       ORDER ON AFFIRMATIVE DEFENSE

This tentative decision supplements that tentative decision issued by the court prior to argument on October 20, 2023. This order addresses claims raised by Real Party in opposition to the petition.

AFFIRMATIVE DEFENSE OF WAIVER/RELEASE BASED ON SETTLEMENT AGREEMENT

Real Party’s Requests for Judicial Notice:

The court grants Real Party’s RJN of Exhibits A through C only. The court does not, however, take judicial notice of any specific interpretation of the documents. The court does not take judicial notice of Exhibit D because the depiction is reasonably subject to dispute and is more than a mere satellite image. That said, the court does receive Exhibit D into evidence as permissible extra-record evidence in support of Real Party’s affirmative defense of settlement and waiver. (Dinan Decl., ¶¶ 4, 5. See Western State Petroleum Assn. v. Superior Court (1995) 9 Cal.4th 559, 575 n. 5.)

The court also grants Real Party’s supplemental RJN of Exhibits E through G. (See Court’s October 19, 2022 order.)

The City filed a RJN on December 1, 2023 related to notice of public hearings conducted by the City on February 10, 2022 and April 6, 2022. Petitioner has objected to the RJN. The court sustains the objection. The City now—after briefing and argument on the exhaustion issue—effectively seeks to augment the record. Given the history of issues related to the administrative record, the court finds the City’s RJN untimely. Moreover, the City did not provide Petitioner with sufficient notice “to enable such adverse party to prepare to meet the request” under the circumstances. (Evid. Code, § 453, subd. (a).)

Real Party’s Evidentiary Objections:

Real Party’s general objection to the Declaration of Mark W. Johnstone is overruled. (Of course, nothing prevents Real Party from arguing the evidentiary value of such evidence at the time of hearing.) Real Party’s specific objections are all overruled.

Petitioner’s objection to Part II of Real Party’s objection is sustained. Petitioner’s motion to strike is granted.

Real Party’s general objection to the Declaration of Alene M. Taber is overruled. Real Party’s objections to Exhibits 2, 4 and 6 are sustained. The remaining objections are overruled.

Real Party’s Claims Based on the Settlement Agreement

Real Party contends Petitioner may not challenge the City’s approval of the Project based on the Settlement Agreement’s broad release provisions. (Real Party Opposition 5:2-3.) The City expressly joins those arguments made by Real Party. (City Opposition 5 fn. 1.)

The Settlement Agreement (AR 3710-3785) provides in part:

LEONA VALLEY will not institute, or cause, directly or indirectly, any third parties to institute any further legal action challenging implementation of or further approvals required for implementation of the Project Approvals or development approvals with respect to the Messer Ranch property so long as that property is developed for single-family residences substantially in accordance with the General Plan designation of Low Density Residential (1 du/ac) and the applicable standards of the Specific Plan, and at a minimum lot size of 10,000 square feet, and any commercial uses are developed in conformance with the requirements of Paragraph 3(b) (vi) of this Agreement. LEONA VALLEY agrees to recognize the validity of the Project Approvals and shall not seek to invalidate or otherwise disparage the Project Approvals; provided, however, that nothing herein shall restrict LEONA VALLEY's ability to raise in good faith environmental or other concerns before any public agency. (AR 3723-3724 [emphasis added].)

The Settlement Agreement defines Project Approvals as:

·       General Plan Amendment 91-3 A and B;

·       Specific Plan No. 89-02

·       EIR 90-04

·       Pre-Zone 89-02

·       AVEK Water Agreement

·       Development Agreement 92-1

·       Water Services Agreement and Annexation Request from Los Angeles County

·       Amargosa Creek Improvement Project Final EIR

·       Resolutions and Ordinances to establish Communities Facilities District 93-1

(AR 3712-3713 [emphasis added].)

Also included in the definition of Project Approvals are “any future governmental approvals with respect to the Ritter Ranch Project and the Amargosa Creek Improvement Project which are in conformance with these CITY and Waterworks actions . . . .” (AR 3713.)

The Settlement Agreement also provides that “[a]ll disputes raised relating to the Ritter Ranch Project,[1] . . . and the Project Approvals (including future requests for approvals which are in conformance therewith) . . . are collectively referred to herein as the ‘Settled Dispute.’ ” (AR 3715 [emphasis added].) The parties to the Settlement Agreement acknowledged it was “in its best interest, and to its advantage, forever to dismiss, settle, adjust, and compromise all claims which have been, or could have been, asserted in the Settled Dispute.” (AR 3715.)

The Settlement Agreement also contains extremely broad release language:

Upon execution of this Agreement, in consideration of the terms and provisions of this Agreement, and except for the obligations created by or arising out of this Agreement, the parties shall and do hereby generally and specifically relieve, release, and forever discharge each other from any and all claims, debts, liabilities, demands, judgments, accounts, obligations, promises, acts, agreements, costs, expenses (including but not limited to attorneys' fees), damages, actions and causes of action, of whatsoever kind or nature, whether now known or unknown, suspected or unsuspected, based on, arising out of, or in any way connected with any conduct, act, omission or state of facts with respect to the Settled Dispute, . . . . (AR 3730-3731 [emphasis added].)

Finally, the Settlement Agreement contains an integration clause reflecting that “[a]ll prior discussions and negotiations have been and are merged and integrated into, and are superseded by, this Agreement.” (AR 3735.)

Real Party argues Petitioner released any claim for writ relief under the circumstances here by entering into the Settlement Agreement. (Real Party Opposition 12:9-10.) Real Party notes Petitioner expressly waived and released any future challenge to the Project Approvals, including the EIR 90-04, the Specific Plan and “any future governmental approvals with respect to the Ritter Ranch Project . . . which are in conformance with these CITY and Waterworks actions . . . .” (AR 3713.) According to Real Party, as the Project approvals are “future . . . approvals . . . in conformance with” the EIR 90-04 and Specific Plan, Petitioner may not pursue this proceeding pursuant to the Settlement Agreement. (Real Party Opposition 12:21-22.)

The City expressly found the Project (Phase 1A) “consistent with the Ritter Ranch Specific Plan.” (AR 1370.483 [Adopted Resolution].) The City also expressly found the Project is within Planning Area 5—“The subject site is within Planning Units 5W-3, 5V, 5D-2, 5D01, 5W-2, and 5W-1 of the [Specific Plan], which is designated for residential development.” (AR 1370.486 [Adopted Resolution], 2860, 431 [D, V, W single family attached].)

As previously found by the court (albeit tentatively) on October 20, 2023, Petitioner has not demonstrated any material inconsistency or lack of conformance with the Project Approvals.[2] (October 20, 2023 Tentative Order 13-21.) Because Petitioner challenges “future . . . approvals” that are in conformity with the Project Approvals, the broad reach of the Settlement Agreement supports Real Party’s position that Petitioner has waived and released its claims here. (AR 3713.)

Petitioner contends Real Party’s affirmative defense must be rejected because (1) Real Party is not a party to the Settlement Agreement; (2) Real Party has not demonstrated Petitioner breached the Settlement Agreement; and (3) Petitioner “did not release any and all potential future causes of action associated with the Project.” (Reply Real Party 3:22-25.) Finally, Petitioner asserts Real Party’s claim Petitioner breached the Settlement Agreement must be adjudicated in connection with Real Party’s (now stayed cross-complaint), not this writ proceeding.[3]

The court is not persuaded it is precluded from adjudicating the affirmative defenses asserted by Real Party and the City in this proceeding. The relevant affirmative defense is based on the waiver and release in the Settlement Agreement. Whether Petitioner waived and released the claims it asserts here is squarely before the court—Real Party and the City have asserted as much since the inception of the proceeding. As a general matter, settlement agreements may be enforced as an affirmative defense. (See Nicholson v. Barab (1991) 233 Cal.App.3d 1671, 1681.)[4]

Petitioner asserts Real Party has no standing to assert any claims under the Settlement Agreement. Petitioner explains Real Party is not a successor in interest to the original developer, Ritter Park Associates. (Repy Real Party 7:4-9.)

While the parties engage in title dispute over historical ownership of the Property, the court need not resolve whether Real Party (alone) has standing to enforce the Settlement Agreement. It is undisputed the City is a signatory to the Settlement Agreement. It is also undisputed the City has joined Real Party’s arguments. Thus, at a minimum, whether Petitioner waived and released its claim is properly before the court by the City.

Petitioner asserts, without citations to authority, “in order for the City to enforce the Settlement Agreement, it has to be enforceable against Ritter Park Associates.” (Final Reply 8:14-16.) Even assuming Real Party does not qualify as a successor in interest to the original developer, Petitioner offers no explanation as to why the City cannot enforce the original developer’s obligations on Real Party through its discretionary approvals, and why the City cannot enforce the Settlement Agreement against Petitioner.

Petitioner next offers three reasons the terms of the Settlement Agreement do not preclude it from obtaining writ relief. First, it asserts the Settlement Agreement merely applies to the original approvals and the project at issue “is not the same.” (Final Reply 10:14.) Second, the release language in the Settlement Agreement is only as to the Settled Dispute, and the Settled Dispute relates only to the four then-pending lawsuits initiated by Petitioner. (Final Reply 10:15-18.) Third, based on the specifics of Phase 1A, the release is inapplicable. (Reply Real Party 11:3-8.)

The plain language of the Settlement Agreement undermines all three of Petitioner’s arguments. Petitioner’s proffered interpretation of the Settlement Agreement is unconvincingly narrow given the language of the Settlement Agreement. Moreover, Petitioner selectively quotes language from the Settlement Agreement to support its cramped reading. (See Reply Real Party 8:25-9:1 [omitting language prior to “Project Approvals”].)

Petitioner expressly agreed it would “not institute . . . any further legal action challenging implementation of or further approvals required for the implementation of the Project Approvals . . . .” (AR 3723.) Petitioner also agreed it would “not seek to invalidate or otherwise disparage the Project Approvals.” (AR 3724.) Petitioner’s promise extended to all future government approvals “in any way connected” to the expansive definition of Settled Dispute. (AR 3731.)

As noted earlier, Settled Dispute, as defined by the Settlement Agreement, includes “[a]ll disputes raised relating to the Ritter Ranch Project, . . . and the Project Approvals (including future requests which are in conformance therewith) . . . .” (AR 3715.) The Settlement Agreement defines Project Approvals as EIR 90-04, the Specific Plan and “any future governmental approvals with respect to the Ritter Ranch Project . . . which are in conformance with these CITY . . . actions . . . .” (AR 3712-3713.) Petitioner intended to “forever dismiss, settle, adjust, and compromise all claims which have been, or could have been, asserted in the Settled Dispute.” (AR 3715.)

Finally, Petitioner argues:

the Release only applies "so long as that property is developed for single-family residences substantially in accordance with the General Plan designation of Low Density Residential (1 du/ac) and the applicable standards of the Specific Plan, and at a minimum lot size of 10,000 square feet." The Phase 1a Project is to allow the development of single family homes on lots that are 5,000 to 7,000 square feet in size. (AR2088.) (Reply Real Party 11:3-8.)]

Petitioner misreads the Settlement Agreement wherein it made two specific promises. First, Petitioner promised not to challenge “implementation of or further approvals required for implementation of the Project Approvals . . . .” (AR 3723.) Second, Petitioner promised not to challenge “development approvals with respect to the Messer Ranch property so long as that property [the Messer Ranch] is developed” in a particular way. (AR 3723.)

EIR 90-04 makes clear, the Messer Ranch is adjacent to the Property and distinct from it. (AR 46.) EIR 90-04 explained a land plan for Messer Ranch was then underway and preliminary studies suggested it would be developed with single-family detached residential dwellings in a manner compatible with the Project. (AR 46.) The then proposed land use designation for Messer Ranch was 1 dwelling unit per acre. (AR 1381.)

The provisions in the Settlement Agreement concerning Messer Ranch and certain development requirements for it are unrelated to Petitioner’s promise not to challenge the Project Approvals. As relevant here, Petitioner promised in the Settlement Agreement it would not challenge “implementation or further approvals required for implementation of the Project Approvals.” (AR 3723.)

Based on the foregoing, the court finds the Settlement Agreement precludes this proceeding and bars relief to Petitioner.

END