Judge: Salvatore Sirna, Case: 24PSCV00211, Date: 2025-06-10 Tentative Ruling

Case Number: 24PSCV00211    Hearing Date: June 10, 2025    Dept: G

Defendants’ Motion to Enforce Settlement

Respondent: None

TENTATIVE RULING

Defendants’ Motion to Enforce Settlement is DENIED.

BACKGROUND

This is a wrongful termination action. Plaintiff Joseph Abbott (Plaintiff) moved from Texas to California to work for Defendant Geoscience Support Services, Inc. (GSS). Plaintiff’s position started on January 17, 2022. Plaintiff alleges that he was harassed by GSS’s Human Resources Director, Tiffany Jensen (Jensen), during his employment. Plaintiff was terminated on February 11, 2022.

On January 22, 2024, Plaintiff filed his Complaint against GSS and Jensen (collectively Defendants). On March 7, 2025, the parties mediated the dispute and reached a settlement.

On March 10, 2025, Plaintiff’s counsel, S. Ward Heinrichs (Heinrichs), and Defendants’ counsel, Aaron Hayes (Hayes), exchanged a series of emails in which they discussed revisions to a Memorandum of Understanding (MOU) reflecting the settlement terms. First, Heinrich emailed a signed copy of the MOU with a revision adding paragraph 6. Hayes responded requesting a revision to paragraph 3. Heinrichs responded accepting the amendment to paragraph 3 and asking that Hayes send a signed copy after making the amendment. Hayes responded with a signed copy of the MOU reflecting the revisions to paragraphs 3 and 6. Heinrichs responded, “That’s acceptable Aaron. Attached is a fully executed copy of the MOU.” (Hayes Decl., ¶6, Exhibit E.) Although Heinrichs attached a copy of the MOU that included Hayes’ signature, that copy did not include Heinrichs’ signature. Hayes responded notifying Heinrichs that his signature did not appear on the MOU he sent back. Heinrichs responded, “I’m sorry, Aaron. I had signed it but I didn’t save it, but that doesn’t matter now. My client took one look at the Memorandum and rescinded his agreement. I cannot now send you a signed memorandum that is contrary to my client’s wishes.” (Hayes Decl., ¶7, Exhibit G.)

On May 14, 2025, Defendants filed the present motion to enforce settlement. Plaintiff has not filed an opposition. The hearing on the motion is scheduled for June 10, 2025.

DISCUSSION

For the following reasons, the court DENIES Defendants’ motion to enforce settlement.

Legal Standard

“If 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.” (Code Civ. Proc. (CCP), § 664.6, subd. (a).) For the purposes of CCP section 664.6, a writing is signed by a party if it is signed by an attorney who represents the party. (CCP, § 664.6, subd. (b)(2).)

Strict compliance with the statutory requirements is necessary before a court can enforce a settlement agreement under this statute. (Sully-Miller Contracting Co. v. Gledson/Cashman Construction, Inc. (2002) 103 Cal.App.4th 30, 37.)  The party seeking to enforce a settlement must first establish the agreement at issue was set forth in a writing signed by the parties or made orally before the court. (Harris v. Rudin, Richman & Appel (1999) 74 Cal.App.4th 299, 304 [holding that a letter confirming the essential terms of a settlement agreement was not a “writing signed by the parties” sufficient to satisfy the requirements of Section 664.6].)

In ruling on a motion under section 664.6, the trial judge may receive oral testimony or may determine the motion upon declarations alone. (Corkland v. Boscoe (1984) 156 Cal.App.3d 989,      994.)

Analysis

Motion to Enforce Settlement

Defendants move for an order enforcing the settlement agreement reached between Plaintiff and Defendants and memorialized in the MOU. The relevant terms of the MOU include the following: GSS agrees to pay Plaintiff the sum of $60,000, Plaintiff agrees to release all claims against Defendants, the settlement is to remain confidential, and Defendants do not admit liability. (Hayes Decl., ¶3, Exhibit G.)

The final version of the MOU, which included the revisions explained above, is attached as “Exhibit F” to Hayes’ Declaration. Notably, this copy includes a provision, added as “paragraph 6,” stating that the MOU “is fully enforceable under the terms of CCP 664.6.” (Hayes Decl., Exhibit F.)

It appears that Plaintiff’s counsel, Ward Heinrichs, Esq. (Heinrichs), intended to send the final, executed copy of the MOU to Defendants’ counsel, Aaron Hayes, Esq. (Hayes), on March 10, 2025, as evidenced by his statement, “Attached is a fully executed copy of the MOU.” (Hayes Decl., Exhibit E.) Furthermore, when Hayes notified Heinrichs that his signature was missing from the “fully executed” copy, Heinrichs responded, “I’m sorry, Aaron. I had signed it but I didn’t save it, but that doesn’t matter now. My client took one look at the Memorandum and rescinded his agreement. I cannot now send you a signed memorandum that is contrary to my client’s wishes.” (Hayes Decl., ¶7, Exhibit G, italics added.) Therefore, it appears that Heinrichs executed a copy of the MOU but unintentionally sent Hayes a non-executed copy. As such, Heinrichs never delivered an executed copy of the MOU to Hayes.

Defendants argue there is no reasonable dispute that the parties agreed to the terms of the settlement, which were reflected in the MOU that Heinrichs signed on March 10, 2025, as well as “the subsequent version adding clarifying details for which [Heinrichs] (repeatedly) confirmed his client’s assent in email and purported to send his execution of the same to [Hayes] that evening.” (Memorandum of Points and Authorities (MPA), 4:26-28 - 5:1-2.) Defendants also argue that Heinrichs acknowledged acceptance of the final MOU by telling Hayes that Heinrichs “had signed” the final MOU. (Id., 5:2-5.)

Defendants argue that once parties have reached a settlement, they “may not escape their obligations by refusing to sign a written agreement that conforms to [terms agreed upon].” (MPA, 4:8-10, citing Elyaoudayan v. Hoffman (2003) 104 Cal.App.4th 1421, 1431.) Defendants conveniently misstate this quotation. The court notes that the quotation actually says that parties “may not escape their obligations by refusing to sign a written agreement that conforms to the oral terms.” (Elyaoudayan, supra, 104 Cal.App.4th at p. 1431, italics added.) Defendants’ reliance on Elyaoudayan is misplaced, since the case involved a party attempting to escape the terms of an oral settlement agreement. Here, Defendants do not argue that an oral agreement is at issue.

As to Defendants’ argument about Heinrichs signing the first version of the MOU on March 10, 2025, the evidence of Hayes’ response requesting that paragraph 3 be revised proves that the first version that Heinrichs signed on March 10, 2025 was not the final version upon which the parties agreed. Thus, the fact that Heinrichs signed the first version of the MOU on March 10, 2025 is not dispositive of the issue that the parties agreed to the terms of the settlement, since additional terms were thereafter included. 

Moreover, Heinrichs’ emails do not actually indicate that he confirmed his client’s assent to the revised MOU, as Defendants argue. Heinrichs’ emails merely indicate that Heinrichs agreed to Hayes’ amendments. Defendants’ evidence also suggests that Plaintiff himself did not actually agree to the terms set out in the MOU, as Heinrichs’ email indicates, “My client took one look at the Memorandum and rescinded his agreement. I cannot now send you a signed memorandum that is contrary to my client’s wishes.” (Hayes Decl., ¶7, Exhibit G.) This statement suggests that Heinrichs signed copies of the MOU without first securing his client’s approval to the additions.

“The purpose of section 664.6's signed writing requirement--to provide unequivocal proof of the parties' intent to enter a binding settlement--would be frustrated if courts enforced written agreements pursuant to that section where, as here, the agreement only contemplates the signature of one party. Section 664.6 requires the parties' signatures because ‘settlement is such a serious step that it requires the client's knowledge and express consent.’” (Sully-Miller, supra, 103 Cal.App.4th 30, 37 [internal citations omitted].)

Here, the evidence that Plaintiff may not have actually consented to the final MOU as well as the lack of evidence of the final, fully executed MOU doom Defendants’ motion. Heinrichs’ statement, “My client took one look at the Memorandum and rescinded his agreement,” suggests that Heinrichs did not obtain Plaintiff’s express consent before Heinrichs signed any versions of the MOU. Additionally, although Heinrichs’ statement that he signed the final MOU suggests that a fully executed copy of the MOU existed, Defendants do not have a copy of that fully executed MOU, and thus Defendants cannot establish the agreement was set forth in a writing signed by the parties as required under CCP section 664.6.

Due to the lack of evidence of the fully executed, final MOU, as well as the evidence suggesting that Heinrichs might not have acquired his client’s express consent to sign the MOU, the court DENIES Defendants’ motion to enforce the settlement.

Attorney Discipline

“In addition to any available civil remedies, an attorney who signs a writing on behalf of a party pursuant to subdivision (b) without the party’s express authorization shall, absent good cause, be subject to professional discipline.” (CCP, § 664.6, subd. (d).)

In his March 11, 2025 email to Hayes, Heinrichs stated the following: “I’m sorry, Aaron. I had signed [the final MOU] but I didn’t save it, but that doesn’t matter now. My client took one look at the Memorandum and rescinded his agreement. I cannot now send you a signed memorandum that is contrary to my client’s wishes.” (Hayes Decl., ¶7, Exhibit G, italics added.) Although this statement does not definitively prove it, this statement suggests that Heinrichs signed the final MOU without his client’s express authorization.

Heinrichs’ representation to Hayes that he “had signed” the signed the final MOU and attached a “fully executed copy” to his email is essentially what necessitated the instant motion. Had Heinrichs not told Hayes that he signed the final MOU and purported to deliver the executed copy, Defendants would not have been under the impression that the settlement agreement was memorialized in writing. Thus, Defendants would have had no basis for bringing the instant motion.

Nevertheless, aside from Heinrichs’ statement that he “had signed” the final MOU and attached a “fully executed copy” to his email, the court finds no proof that Heinrichs signed it. Defendants do not have a copy of the final, executed MOU because Heinrichs did not actually attach it to his email. Furthermore, although Heinrichs’ statement suggests that he did not acquire his client’s express authorization, the statement is ambiguous.  Further, there are no other facts or evidence available to assist the court in a determination of whether Heinrichs acquired his client’s express authorization.

Accordingly, the court finds that Heinrichs’ conduct does not rise to a level subject to professional discipline pursuant to CCP section 664.6.

CONCLUSION

Based on the foregoing, the court DENIES Defendants’ motion to enforce the settlement.