MediaMonks Inc. v. 777 Partners

PLAINTIFF’S MOTION TO ENFORCE SETTLEMENT AGREEMENT

 

MOVING PARTY: Plaintiff MediaMonks, Inc.

RESPONDING PARTY(S): Defendant 777 Partners, LLC

STATEMENT OF MATERIAL FACTS AND/OR PROCEEDINGS

Plaintiff MediaMonks, Inc., brings this action against Defendant 777 Partners, LLC, for amounts due under the Master Service Agreement and Amendment. Plaintiff asserts causes of action for (1) breach of contract, (2) quantum meruit, (3) unjust enrichment, and (4) open book account. 

Plaintiff now moves to enforce a settlement and enter judgment pursuant to C.C.P. section 664.6. Defendant opposed.

TENTATIVE RULING:

Plaintiff’s Motion to Enforce Settlement is DENIED.

Defendant is ordered to give notice.

DISCUSSION:

Motion to Enforce Settlement Agreement Per CCP § 664.6

A. Defendant’s Untimely Opposition

Defendant filed an untimely opposition on May 30, 2025, only six court days before the hearing. (See CCP § 1005(b) [“all papers opposing a motion so noticed shall be filed with the court and a copy served on each party at least nine court days…before the hearing.”].) Defendant states the Opposition “was not timely filed since Defendant’s counsel understood from Plaintiff’s counsel that the parties had a plan in place that would render the relief sought in the Motion moot.” (See Opp. p. 2, fn. 1.) Defendant “fil[ed] this Opposition in an abundance of caution” in case that plan falls through. (Id.) 

Here, in the interests of justice, the court exercises its discretion to consider the untimely opposition. Plaintiff ultimately filed a thorough reply to the opposition and did not seek continuance of the hearing date. Plaintiff will be afforded the opportunity to address any arguments at the hearing, as necessary. Thus, there is no undue prejudice to Plaintiff if the court considers the filing. 

B. Analysis

Plaintiff MediaMonks moves for an order enforcing the terms of a settlement agreement entered into between the parties. Plaintiff bring this motion under CCP § 664.6, which provides: 

If the parties to pending litigation stipulate, in a writing signed by the parties outside the presence of the court or orally before the court, for settlement of the case, or part thereof, the court, upon motion, may enter judgment pursuant to the terms of the settlement. If requested by the parties, the court may retain jurisdiction over the parties to enforce the settlement until performance in full of the terms of the settlement.

(CCP § 664.6.)

A writing is “signed by a party” if it is signed by (1) “the party” or (2) “an attorney who represents the party.” (CCP § 664.6(b).) 

“Strong public policy in favor of the settlement of civil cases gives the trial court, which approves the settlement, the power to enforce it.” (Osumi v. Sutton (2007) 151 Cal.App.4th 1355, 1357.) Likewise, in “ruling on a motion to enforce settlement,” the Court “necessarily has the power to resolve factual disputes relating to the agreement.” (Ibid.) Of course, this also means that it is “for the trial court to determine in the first instance whether the parties have entered into an enforceable settlement.” (Id. at 1360.)

The formal settlement agreement at issue here has not been signed by the Defendant or an attorney on its behalf. Even so, Plaintiff argues the communications between the parties’ attorneys demonstrate mutual assent to enter into the binding settlement. 

Plaintiff represents that the parties drafted and circulated a Settlement to resolve all claims between the parties in early February 2025. (Hoffman Decl. ¶ 4, Exhs. A, B.) Under the Settlement, Defendant was two pay a total of $93,000 in two equal installments. (Hoffman Decl., Exh. A, § 1.) The first installment was due on or before February 14, 2025, and the second installment was due on or before March 14, 2025. (Id.) The agreement provided Defendant a 10-day right to cure any missed payment upon written notice by Plaintiff. (Id. § 1.3) In the event payment was not received within 10-days of the scheduled payment date, a five percent late fee would apply. (Id.) 

By February 12, 2024—with the initial payment due in two days—The formal settlement agreement had not yet been signed by the Defendant or an attorney on its behalf. On that date, Jeffrey Goodfried, counsel for Defendant, wrote to Joseph Ashby, counsel for Plaintiff: 

The changes are fine, but the CFO is saying that it is too late for payment on

Friday. Should we move the date in the agreement, or should I instruct the client to sign the agreement as-is and to pay within the cure period? I'm fine either way. I could accept written notice by email.

(Hoffman Decl., Exh. B, p. 33.)

Mr. Ashby responded later that day, stating Plaintiff would be “proceeding on the understanding that 777 Partners will make the first payment within the ‘cure’ period provided by the agreement.” (Id. p. 32.) He also attached a “final for signature version of the agreement” in PDF form. (Id.) 

Over the coming days, the parties maintained their intention to enter into the agreement, but apparently could not work out a “simultaneous exchange of signatures.” (Id. p. 30.) “The problem on [Defendant’s] side,” wrote Mr. Goodfried to Mr. Ashby on February 18, was “that the payment needs to be scheduled, and they won't schedule the payment unless they have a signed copy.” (Id.) He continued: “Frankly, I was focused on getting the payment scheduled ASAP since we're already in the cure period, and not on getting it signed. If you want to change the first date of payment, we can schedule a simultaneous exchange. Otherwise, are you able to do a simultaneous exchange today?” (Id.) 

Plaintiff’s counsel, Mr. Ashby, responded the same date indicating that Plaintiff was ready to exchange signatures immediately. (Id. p. 29.) Upon receipt of that message, Mr. Goodfried replied, in relevant part: “Okay, we're going to effort a signature…” (Id.) 

It appears those efforts to effort a signature were futile, as Defendant never did sign the Settlement. What happened after February 18 is not entirely clear, but by April 10, 2025, Plaintiff filed this motion to enforce the settlement sans signature. 

In opposition, Defendant maintains that the “agreement was never signed, and therefore, is not a binding agreement subject to Code of Civil Procedure Section 664.6.” (Opp. 2: 5-6.) Defendant asserts that because the parties “intended to reduce their agreement to a signed writing,” their failure to do so means that no agreement exists. (Id. 3: 5-6.) Defendant has not provided any evidence in support of the motion. This court takes that to mean that Plaintiff has presented a fair and accurate version of the events preceding this motion. 

Here, on one hand, the objective manifestation of the parties demonstrates they agreed to the settlement in a negotiated writing. Defendant’s counsel effectively indicated that the settlement was drafted to their satisfaction and the only remaining barrier was a physical signature. As of February 18, 2025, Defendant even recognized it was “already in the cure period” because the first installment became due. By doing so, it impliedly submitted that the agreement was valid. “When parties intend that an agreement be binding, the fact that a more formal agreement must be prepared and executed does not alter the validity of the agreement.” (See Blix Street Records, Inc. v. Cassidy (2010) 191 Cal.App.4th 39, 48; see also Harris, 74 Cal.App.4th, 307 [“Where the writing at issue shows ‘no more than an intent to further reduce the informal writing to a more formal one’ the failure to follow it with a more formal writing does not negate the existence of the prior contract”].) 

On the other hand, there is not a clear and unambiguous acceptance of the settlement. Defendant nor its attorney signed the line on the settlement. Plaintiff has also not provided any communication where Defense counsel indicated it “accepted” or “agreed to” a final version of the settlement. In addition, one might reasonably conclude that the terms of the settlement were still being negotiated given that the date for the initial payment listed in the settlement had come and gone. 

Plaintiff’s reliance on J.B.B. Inv. Partners Ltd. v. Fair (2019) 37 Cal. App. 5th 1, is misplaced and actually supports denial of this motion. There, the court held on a motion for summary judgment that there were no triable issues of material fact that the defendants entered into a binding settlement, and thus, the trial court had properly granted the plaintiff’s motion for summary adjudication of the breach of contract cause of action. (Id. at 15.) Although the settlement was not signed by the defendants, the Court held their email communications evinced mutual assent to its terms—and thus a binding settlement. (Id. at 11, 12.) 

However, this only came after the Court of Appeal found in an earlier opinion that the same settlement was not enforceable under section 664.6 because it did not meet the signature requirements. (J.B.B. Inv. Partners, Ltd. v. Fair (2014) 232 Cal. App. 4th 974, 991.) The court, at that time, “express[ed] no opinion as to whether plaintiffs can enforce [the settlement] by another method, such as a motion for summary judgment for breach of contract.” (Id. at fn. 4.) The court later held, in Fair, 37 Cal. App. 5th, supra, that the plaintiff could, in fact, enforce the settlement by a breach of contract cause of action. But this demonstrates that the section 664.6 procedure still requires a higher standard than a breach of contract action.

With this in mind, the court concludes there is no “writing signed by the parties” for purposes of section 664.6. This is even though all objective signs point to an intent to enter into a settlement. Like in Fair, supra, Plaintiff may have a meritorious cause of action for breach of contract. However, it cannot invoke section 664.6 under these circumstances.

Accordingly, Plaintiff’s Motion to Enforce Settlement is DENIED. 

Naturally, the Plaintiff is free to seek leave to file a Supplemental Complaint to add a new cause of action for breach of contract.  Alternatively, Plaintiff is free to file a new action for same and relate that new case to this one.

Just because this Court has found that there was no enforceable settlement agreement under CCP section 664.6, doesn’t mean that there is no enforceable agreement under general contract law.  Indeed, the latter seems to be true, but that remains to be determined at this time.

IT IS SO ORDERED.

Dated:   June 9, 2025 ___________________________________