Opinion
NOT TO BE PUBLISHED
Mendocino County Super. Ct. No. SCUKCVPT 06-97336
Haerle, J.
I. INTRODUCTION
Disputes among the members of Pacific Star, LLC (Pacific Star) led to this consolidated action. During the pendency of lower court proceedings, the parties executed a written settlement agreement which the court enforced pursuant to section 664.6 of the Code of Civil Procedure (section 664.6.) Pacific Star now appeals the judgment, contending it does not accurately reflect the terms of the parties’ agreement. We affirm.
II. STATEMENT OF FACTS AND PROCEDURAL HISTORY
A. Pacific Star
Pacific Star operates a small winery at 33000 Highway One, in Fort Bragg. As of November 2006, estimated annual wine sales were approximately 3,000 cases per year. Pacific Star was formed in November 1996 by defendant Sally Ottoson and her wholly owned corporation, Pacific Star Wines, Inc. Plaintiff Leonard Fassler acquired his membership interest in December 1998 as did Thomas Meagher who is not a party in this action.
According to Pacific Star’s Amended & Restated Limited Liability Company Operating Agreement, effective December 15, 1998, Fassler held a 40 percent interest in Pacific Star, Meagher owned 6 percent, Ottoson personally owned 35.90 percent and Pacific Star Winery, Inc., owned 18.10 percent of the company. Both Fassler and Meagher paid cash for their respective interests. Pacific Star Wines, Inc. contributed wine inventory, furniture, fixtures and equipment and Ottoson contributed “Fee Title to 33000 Highway One Ft. Bragg, Calif.” (hereafter, the real property) in exchange for her interest in Pacific Star.
The members of Pacific Star executed a First Amendment to the Operating Agreement of Pacific Star, LLC, effective January 1, 2001. This agreement acknowledged, among other things, that Pacific Star had obtained an $800,000 line of credit which was secured by Fassler’s personal guaranty and that draws on the credit line would be repaid by Pacific Star. The parties also acknowledged that, although title to the real property Ottoson had contributed to Pacific Star in exchange for her membership interest remained in her sole name, “she holds title as constructive trustee for the benefit of the Company.”
On February 16, 2005, Fassler filed a complaint for specific performance against Ottoson and Pacific Star pursuant to which he sought to compel Ottoson to transfer title to the real property to Pacific Star. On January 27, 2006, Fassler filed a breach of contract complaint against Pacific Star pursuant to which he alleged the company had wrongfully refused to make any further payments on the line of credit that was secured by Fassler’s personal guarantee and pledge of personal assets. Later that year, on May 3, 2006, Fassler filed a fraud action against Ottoson based on allegations that she used the real property that was allegedly owned by Pacific Star to obtain a personal loan.
Fassler initiated his fourth and final proceeding in this consolidated action on July 10, 2006, by filing a Petition for Decree Ordering Winding up of Pacific Star. On September 22, 2006, the superior court appointed a receiver to administer the dissolution of Pacific Star. By that time, Meagher had withdrawn as a member of Pacific Star and Pacific Star Wines, Inc. had transferred its interest in Pacific Star to Ottoson.
Fassler’s four actions were consolidated on January 9, 2007.
On December 15, 2006, Ottoson and Fassler signed a document entitled “SETTLEMENT AGREEMENT Draft” (the December 2006 agreement). Ottoson had typed the December 2006 agreement on Pacific Star letterhead. The “Terms” of the agreement were as follows: “1.3 Million to Leonard Fassler secured by a lien on 33000 N. Hwy 1, Fort Bragg, 95437 [¶] Payment will be fixed at $5,000.00 per month for first three years, balance paid based upon 1 million amortized over 30 years, balloon payment at 15 years, interest at 7.5% [¶] 12 cases of wine per year shipped to FL [¶] If Pacific Star is sold before Leonard Fassler is paid in full, he will receive $500,000.00 [¶] If the property is refinanced, Leonard FAssler [sic] will be paid in full.”
On January 5, 2007, Ottoson filed a Motion to Enforce Judgment By Stipulation pursuant to section 664.6, which states, in part, that “[i]f parties to pending litigation stipulate, in 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.” Fassler opposed the motion.
A hearing was held before the Honorable John Behnke on January 19, 2007. At the hearing, the court expressed concern that it did not appear that the December 2006 agreement had been signed on behalf of Pacific Star and it questioned whether Pacific Star was bound by the agreement. Ottoson’s counsel maintained that, because Ottoson controlled 60 percent of Pacific Star, “[c]ertainly her signature is sufficient to control the company here and to resolve this matter on behalf of the company.”
Despite this assurance, the court sought confirmation directly from Pacific Star’s separate counsel who stated: “Judge, my position with regard to the settlement agreement draft that was comprised on December 15th of 2006, Sally Ottoson and Leonard Fassler having signed off on this and them being the primary members of Pacific Star, LLC, I think it’s binding on the LLC. That’s my position.” Pacific Star’s counsel went on to opine that enforcing the settlement was vital to the company’s survival because it could not afford to pay the receivership fees and the ongoing expenses of the LLC and the settlement term establishing a three-year window for making monthly payments to Fassler would permit Pacific Star to survive. As counsel put it “[t]hat’s how much the LLC in effect would be paying in order to survive. I think that is doable even based upon [the receiver’s] projections and the fact that the money coming into the winery will start being substantial in my view in the summer months.” When the court asked counsel whether he viewed the monthly payment term as an obligation of the LLC, counsel responded: “Actually it’s not Judge. It doesn’t say, but this is the reality of it . . . this is her obligation, but where is she going to get the money from. The money would come from the winery, and that money would then go to Fassler under this agreement and that’s what would make it work.”
On February 14, 2007, the superior court filed an order granting Ottoson’s section 664.6 motion. Ottoson submitted a proposed judgment and Fassler objected to its form. Fassler argued, among other things, that the proposed judgment did not identify Pacific Star as a co-obligor with Ottoson. After conducting a hearing on April 2, 2007, the court entered a judgment by stipulation on April 18, 2007. The judgment identifies Pacific Star and Ottoson as co-obligors with respect to money owed to Fassler and provides that Pacific Star shall “ship” the 12 cases of wine to Fassler each calendar year.
III. DISCUSSION
Only Pacific Star appeals from the judgment and its claims of error are not clearly presented. It appears that Pacific Star may be arguing both that (1) Ottoson’s section 664.6 motion should have been denied and (2) the trial court erroneously construed the terms of the parties’ settlement.
With regard to Pacific Star’s first claim of error, we hold that it cannot challenge the judgment on the ground that Ottoson’s motion should have been denied. “ ‘Under the doctrine of invited error, where a party, by his conduct, induces the commission of an error, he is estopped from asserting it as a grounds for reversal. [Citations.] Similarly, an appellant may waive his right to attack error by expressly or impliedly agreeing at trial to the ruling or procedure objected to on appeal.’ ” (Mesecher v. County of San Diego (1992) 9 Cal.App.4th 1677, 1685-1686; see also Telles Transport, Inc. v. Workers’ Compensation Appeals Bd. (2001) 92 Cal.App.4th 1159, 1166-1167.)
In the present case, Pacific Star did not oppose the section 664.6 motion in the lower court. Furthermore, as noted above, at the January 19, 2007, hearing, Pacific Star expressly acknowledged that the December 2006 agreement was valid and binding on Pacific Star. Indeed, Pacific Star’s counsel strongly encouraged the court to grant Ottoson’s motion. Therefore, Pacific Star cannot now argue, for the first time on appeal, that a motion it encouraged the lower court to grant should have been denied.
In any event, Pacific Star has failed to substantiate its claim that the trial court erred by granting the section 664.6 motion. Its sole concrete argument is that the December 2006 agreement could not be enforced because a material term was absent. To support this argument, Pacific Star refers us to Gauss v. GAF Corp. (2002) 103 Cal.App.4th 1110 (Gauss).
Pacific Star also refers us to Weddington Productions, Inc. v. Flick (1998) 60 Cal.App.4th 793. In that case, the trial court erroneously granted a section 664.6 motion to specifically enforce a private judge’s order approving a draft settlement that one of the parties never agreed to. (Id. at pp. 806-807, 809-810.) Here, by contrast, the December 2006 agreement was written and executed by the parties to this action.
In Gauss, the trial court erred by enforcing mass tort settlement agreements against one defendant in the consolidated proceedings because (1) that defendant did not sign the agreements and (2) the agreements did not contain a material term specifying the defendant’s share of the settlements. (Gauss, supra, 103 Cal.App.4th at pp.1116-1124.) In this case, by contrast, Pacific Star conceded in the trial court that Ottoson signed the December 2006 agreement on its behalf and that it was bound by the settlement. Furthermore, the December 2006 agreement, which is part of the record on appeal, expressly does set forth the material terms of the settlement including the amount of money (and wine) that would be paid to Fassler in order to settle his cases against the defendants.
As reflected in our factual summary, the payment terms in the December 2006 agreement do not expressly state that both Pacific Star and Ottoson would be liable for those payments. But this poor draftsmanship did not preclude the trial court from enforcing the agreement. As the Gauss court acknowledged, when, as here, the section 664.6 motion is supported by a writing signed by the parties that contains the material terms of the agreement, the court “may consider evidence beyond this writing in deciding a section 664.6 motion . . . to determine what settlement terms the parties previously agreed upon.” (Gauss, supra, 103 Cal.App.4th at p. 1123.) We reject any suggestion by Pacific Star that the trial court created a material term of this settlement. Rather, the court interpreted the parties’ own language in order to clarify their prior agreement.
Pacific Star’s remaining objection to the judgment is that the trial court misinterpreted the material terms of the December 2006 agreement. Pacific Star interprets that agreement as obligating only Ottoson to make payments and ship wine to Fassler. In other words, Pacific Star takes the position that the December 2006 agreement, which released it from all future liability with respect to Fassler’s claims, did not impose any obligation on Pacific Star at all.
“A trial court, when ruling on a section 664.6 motion, acts as a trier of fact. [Citation.] Section 664.6's ‘express authorization for trial courts to determine whether a settlement has occurred is an implicit authorization for the trial court to interpret the terms and conditions to settlement.’ [Citation.]” (Skulnick v. Roberts Express, Inc. (1992) 2 Cal.App.4th 884, 889; see also In re Marriage of Assemi (1994) 7 Cal.4th 896, 905 [recognizing that trial court is empowered to resolve disputed issues relating to the binding nature or terms of the settlement].) We review the trial court’s resolution of such issues under the substantial evidence standard of review. (In re Marriage of Assemi supra, 7 Cal.4th at p. 911.)
In the present case, substantial evidence supports the trial court’s determination that both Ottoson and Pacific Star agreed to make the payments of money and wine set forth in the December 2006 agreement in order to settle Fassler’s claims against them. As we have already discussed, there is no dispute that Pacific Star was a party to this agreement, which was typed on Pacific Star letterhead and was signed by Ottoson who held a controlling interest in the company and was authorized to sign on its behalf. Furthermore, Pacific Star has never disputed that the December 2006 agreement was intended to settle this entire action and numerous of Fassler’s claims were directed specifically at Pacific Star. Finally, the remarks of Pacific Star’s attorney at the January 19, 2007, hearing are strong evidence that all of the parties understood that Ottoson would use money generated by Pacific Star to pay Fassler. All these circumstances support the conclusion that the parties agreed that both Pacific Star and Ottoson would share the obligation to pay Fassler in exchange for dismissal of his many complaints.
The only fact Pacific Star identifies to support its present interpretation of the December 2006 agreement is that the document does not expressly state that Pacific Star would make the payments of money and wine to Fassler. This fact is not significant, however, because the document does not identify Ottoson as an obligor either. Since both Pacific Star and Ottoson were parties to this agreement, both were defendants in this action and both obtained resolution of the claims against them by entering into the agreement, the most reasonable interpretation of the document is that, as the trial court found, both Ottoson and Pacific Star agreed to make the payments to Fassler.
IV. DISPOSITION
The judgment is affirmed.
We concur: Kline, P.J., Richman, J.