Judge Serena R. Murillo, Case Number: 22STCV17243, Date: 2023-11-03 Tentative Ruling

Judge: Serena R. Murillo, Case: 22STCV17243, Date: 2023-11-03 Tentative Ruling

Case Number: 22STCV17243 Hearing Date: November 3, 2023 Dept: 31

TENTATIVE

Defendant’s motion to enforce the settlement agreement is CONTINUED to the Court's first available date for hearing, January 23, 2024 at 9:00 a.m.

Legal Standard

Code of Civil Procedure section 664.6 provides:

“(a) [i]f 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.

(b) For purposes of this section, a writing is signed by a party if it is signed by any of the following:

(1) The party.
(2) An attorney who represents the party.
(3) If the party is an insurer, an agent who is authorized in writing by the insurer to sign on the insurer's behalf.”

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.) Before an amendment was effective on January 1, 2021, “parties” under section 664.6 meant the litigants themselves, not their attorneys. (See Levy v. Superior Court (1995) 10 Cal.4th 578, 586.) The settlement had to include the signatures of the parties seeking to enforce the agreement and against whom enforcement is sought. (J.B.B. Investment Partners, Ltd. v. Fair (2014) 232 Cal.App.4th 974, 985.)

The existence of a contract “requires parties capable of contracting, their consent, a lawful object, and a sufficient cause of consideration.” (J.B.B. Investment Partners Ltd. v. Fair (2019) 37 Cal.App.5th 1, 9 [citing Civ. Code, § 1550].) Consent requires an offer and acceptance. (DeLeon v. Verizon Wireless, LLC (2012) 207 Cal.App.4th 800, 813.) The inclusion of a different term in an alleged acceptance constitutes a counteroffer. (See Bias v. Wright (2002) 103 Cal.App.4th 811, 820.) A counteroffer extinguishes the original offer. (Civ. Code, § 1585; Landberg v. Landberg (1972) 24 Cal.App.3d 742, 751.)

If the settlement leaves material terms wanting, or confusing, the settlement cannot be enforced through the section 664.6 summary proceeding and must be addressed in a separate civil action. (Compare Terry v. Conlan (2005) 131 Cal.App.4th 1445 [finding parties never agreed to the means that were material to the settlement, including what role an independent manager was to play regarding management of a trust property, and whether the trust should be qualified as a QTIP, thereby indicating that there was no meeting of the minds as to the material terms] with Osumi v. Sutton (2007) 151 Cal.App.4th 1355 [holding trial court’s decision to extend closing date for vendor’s agreement to repurchase house did not create a material term and was within court’s power because the closing date had passed by the time the motions came on for hearing and a new closing date was necessary to grant the relief sought by both parties].)

Discussion

Defendant moves to enforce a settlement between Plaintiff and Defendant. Defendant contends that Defendants and Plaintiff attended a mediation and reached an agreement. That settlement agreement was shuttled back and forth between the parties and their counsel; it was drafted, edited, redlined, re-edited and re-edited again, by all counsel, and, eventually, well into the evening the final version of the settlement agreement, agreeable to all, was executed by all the parties. Defendant asks this Court to find that the settlement agreement is enforceable.

Defendants have not submitted the agreement at issue. It appears the parties stated they would present the agreement to the Court on the day of the hearing. However, after review of the moving papers and opposition, the Court finds that the agreement must be submitted in order to make a proper determination as to whether the agreement was enforceable under Code of Civil Procedure section 664.6. Most importantly, the Court must see whether the agreement was signed by both parties. Further, the parties dispute whether the documents to be executed after the fact would constitute a counteroffer. Moreover, Plaintiff disputes whether the document is a settlement agreement, and argues it is a settlement term sheet, and that it is titled as such; Defendant argues those words to that effect do not appear at all. Plaintiff contends the parties to be bound are not identified in the settlement agreement, which may leave terms wanting. All of these issues need to be reviewed by the Court, but it cannot do that without the purported settlement agreement filed.

Similarly, Plaintiff argues the Settlement Agreement is inadmissible under Evidence Code § 1119. However, Evidence Code §1123 provides a “written settlement agreement prepared in the course of, or pursuant to, a mediation, is not made inadmissible, or protected from disclosure…if the agreement is signed by the settling parties and any of the following conditions are satisfied…(b) The agreement provides that it is enforceable or binding or words to that effect.” The Court cannot make these determinations without reviewing the agreement.

As such, the court needs to review the settlement agreement prior to the hearing to make a reasoned determination as to all of these arguments. It is not enough to present the agreement at the hearing; the Court cannot make a reasoned determination on the spot at the hearing.

Conclusion

Based on the foregoing, Defendants’ motion to enforce the settlement agreement is CONTINUED to allow Defendants to file the agreement.

Moving party is ordered to give notice.