Opinion
NOT TO BE PUBLISHED
Marin County Super. Ct. No. CV020554
RUVOLO, P. J.
This appeal challenges an order that interpreted the terms of a written settlement agreement resolving a dispute over an easement. A provision in the settlement agreement permits the owners of the property burdened by the easement to “use, repair, and maintain the existing encroachments” on a portion of the easement. The owners contend that this provision allows them to replace an existing open-sided one-car parking stall with a new, fully enclosed two-car garage occupying the same location. The trial court disagreed. So do we.
Facts and Procedural Background
Appellants (the Styger parties) own residential property adjacent to a private road in Sausalito known as Cloudview Trail. The paved roadbed of Cloudview Trail runs within a 40-foot-wide vehicular access and utility easement that was created to benefit the parcels along the road. In the location relevant to this appeal, which is toward the beginning of Cloudview Trail, the road itself occupies roughly the southern half of the easement. The northern portion of the easement, adjacent to the paved roadbed, burdens the property owned and inhabited by the Styger parties.
This appeal was filed by Joseph C. Styger and Shawn M. Donald, as trustees of the Joseph C. Styger and Shawn M. Donald Revocable Trust dated March 9, 1997. For convenience, we will refer to appellants as the Styger parties.
In February 2002, as a result of various disputes among the property owners along Cloudview Trail, the Styger parties filed an action (the civil action) against various persons, including respondent (Warren), who owned parcels benefited by the easement (the easement owners), as well as several governmental entities that had rights to use the easement. In their complaint, the Styger parties contended that the easement owners had abandoned the portion of the easement on the Styger parties’ property that was not occupied by the existing paved road. The Styger parties sought to quiet their title to the allegedly abandoned portion of the easement; to preserve their right to retain the improvements on their property that encroached on the easement, including an existing one-car open-sided parking structure (the parking stall); and to enjoin any attempt to widen the paving of Cloudview Trail so as to occupy any portion of the easement located on the Styger parties’ property. Warren and other property owners along Cloudview Trail filed a cross-complaint against the Styger parties, seeking to quiet their own title to the easement, and to require the Styger parties to remove the parking stall, which was dilapidated and apparently did not conform to applicable zoning requirements. Warren and the others also pressed the City of Sausalito (the City) not to grant a related lot line adjustment sought by the Styger parties, if to do so would mean permitting “use of the easement for structures and parking.”
In their pleadings below and on their briefs on appeal, the parties have used various forms of caption, including the caption from a related petition for writ of mandate filed in the trial court in October 2008 (see post). This appeal, however, does not arise from the mandate proceeding; it was taken from a postjudgment order entered in the civil action. In the civil action, Francis Warren, individually and as trustee of the Francis Warren Trust, appeared as a defendant. For convenience, we will refer to Warren, in both his individual and representative capacity, simply as Warren. Warren is the only party to either of the two related trial court proceedings who has appeared as a respondent in this appeal.
While the civil action was pending, in late 2005, the parties participated in a settlement conference at Sausalito City Hall. No settlement was achieved; the parties agreed, however, that the Styger parties could submit an application to the City for a permit to construct a two-car garage, in lieu of the parking stall, on the part of the Styger parties’ property burdened by the easement but not occupied by the paved portion of Cloudview Trail. This agreement was made to facilitate possible further settlement discussions, and to obtain what was in effect an “advisory opinion” from the City as to the garage’s feasibility. It was understood that Warren was not consenting to the building of such a structure by agreeing to “this preliminary investigative step.” Apparently, the application was submitted, but was not processed by the City at the time.
The civil action was resolved in June 2006 by the written settlement agreement whose interpretation is at issue on this appeal (the Agreement). The parties to the Agreement, including the Styger parties and Warren, were all represented by counsel, who worked together to draft the Agreement. As relevant here, the Agreement provided that the paved roadway of Cloudview Trail would be widened to 20 feet for its entire length, even if that entailed placing part of the expanded paving within the part of the easement crossing the Styger parties’ property. Conversely, under paragraph 6 of the Agreement, the Styger parties retained “the right to use, repair, and maintain the existing encroachments or parts thereof on that portion of the easement that is not within the twenty foot [sic] portion to be paved or subject to being paved.” (Italics added.) The Agreement also provided that an abstract of the Agreement could be prepared and recorded (with the exception of one paragraph not relevant here).
The record provided to this court by the parties does not indicate whether or not such an abstract of the Agreement actually was recorded. Even if not, however, there does not appear to be any reason why this could not occur in the future.
Each party who signed the Agreement acknowledged that “the only promises made to each of them to sign this Agreement are those stated in this Agreement, ” and that there were “no agreements, oral or written, and no side agreements, outside of the four corners of [the] Agreement, ” which was “a fully integrated Agreement.” The Agreement also provided that the trial court would have continuing jurisdiction over the matter, including enforcement of the Agreement itself.
In March 2008, the City issued a permit for the Stygers to construct a two-car garage in the location occupied by the parking stall. Upon learning that the permit had been issued, Warren’s counsel wrote to the City to object, and the City suspended the permit. As a result, in October 2008, the Styger parties filed a petition for a writ of mandamus against the City and other defendants, including Warren, seeking to compel the City to allow them to proceed with the construction of the garage.
The trial court apparently determined that the dispute should be resolved under the rubric of the civil action, as provided for under the Agreement’s terms. In August 2009, after receiving briefing and declarations from both parties, the court determined that the Agreement did not permit the Styger parties to construct the disputed garage. The court subsequently entered an order requiring the Styger parties to withdraw their building permit application for the proposed new garage. The order prohibited the Styger parties from replacing the existing parking stall with a larger structure on the portion of their property burdened by the easement. It allowed them, however, to replace it with a new one, if permitted to do so by the City, provided the new structure was “as close as possible to the identical size, materials and design as the existing one-car parking structure, ” and had an identical “footprint” located outside the paved roadway portion of the easement. The Styger parties timely appealed from this postjudgment order. (See Critzer v. Enos (2010) 187 Cal.App.4th 1242, 1251-1252 [order granting motion to enforce settlement agreement is appealable].)
The exact procedure followed by the trial court is not clear from the record. The trial court clearly had jurisdiction, however, and neither party has challenged the process by which the matter was adjudicated.
DISCUSSION
Admissibility of Parol Evidence
The Agreement, by its terms, provides that it is an integrated agreement. The trial court expressly declined to consider parol evidence in interpreting the Agreement, on the ground that the Agreement was not ambiguous, and not reasonably susceptible to the interpretation proffered by the Styger parties. The Styger parties contend that the trial court erred in this regard.
This contention is not presented as a separate heading in the Styger parties’ opening brief on appeal. The argument and authority supporting it are presented only as part of the text under the heading arguing that the parol evidence favors the Styger parties’ interpretation of the Agreement. Warren has not argued that the Styger parties waived the issue by failing to make it a separate heading, however, so we will exercise our discretion to address it on the merits. (See Cal. Rules of Court, rules 8.204(a)(1)(B), 8.204(e)(2)(C).)
“The question whether proffered extrinsic evidence renders a contract reasonably susceptible to ambiguity is a judicial function to be decided initially by the trial court, and independently by the appellate court. [Citation.] ‘The threshold issue of whether to admit the extrinsic evidence-that is, whether the contract is reasonably susceptible to the interpretation urged-is a question of law subject to de novo review.’ [Citation.]” (Abers v. Rounsavell (2010) 189 Cal.App.4th 348, 357 (Abers); see also Hayter Trucking, Inc. v. Shell Western E&P, Inc. (1993) 18 Cal.App.4th 1, 14-15; Winet v. Price (1992) 4 Cal.App.4th 1159, 1165.) Thus, we review de novo the trial court’s determination to exclude the parol evidence on which the Styger parties rely.
“ ‘The goal of contractual interpretation is to determine and give effect to the mutual intention of the parties.’ [Citations.]... ‘That intent is to be inferred, if possible, solely from the written provisions of the contract.’ [Citation.]” (People ex rel. Lockyer v. R.J. Reynolds Tobacco Co. (2003) 107 Cal.App.4th 516, 525 (Reynolds).) When interpreting a written contract, “[t]o avoid future disputes and to provide predictability and stability to transactions, courts attempt to interpret the parties’ intentions from the writing alone, if possible. [Citations.] This is particularly true with documents relating to real estate transactions, which, when recorded, are intended to provide public notice and promote public reliance on their facial meaning.” (Abers, supra, 189 Cal.App.4th at p. 356.) “An agreement is not ambiguous merely because the parties (or judges) disagree about its meaning. Taken in context, words still matter. As Justice Baxter has pointed out, ‘written agreements whose language appears clear in the context of the parties’ dispute are not open to claims of “latent” ambiguity.’ [Citation.]” (Ibid.)
“ ‘ “When a dispute arises over the meaning of contract language, the first question to be decided is whether the language is ‘reasonably susceptible’ to the interpretation urged by the party. If it is not, the case is over. [Citation.]”...’ ” (Reynolds, supra, 107 Cal.App.4th at p. 524.) It is only if the court decides the language is reasonably susceptible to the interpretation urged that the court moves on to the determine what the parties intended the language to mean. (Ibid.)
“ ‘In interpreting an unambiguous contractual provision[, ] we are bound to give effect to the plain and ordinary meaning of the language used by the parties.’ [Citation.] Thus, where ‘ “contract language is clear and explicit and does not lead to absurd results, we ascertain intent from the written terms and go no further.” ’ [Citation.]... [Moreover, ] the ‘mere fact that a word or phrase in a [contract] may have multiple meanings does not create an ambiguity.’ [Citation.]” (Reynolds, supra, 107 Cal.App.4th at pp. 524-525.) “In sum, courts must give a ‘ “reasonable and commonsense interpretation” ’ of a contract consistent with the parties’ apparent intent. [Citation.]” (Id. at p. 526.)
The parol evidence that the Styger parties sought to introduce was offered in support of their contention that the Agreement permits them to erect new structures within the location of the existing encroachments, as long as they do not impinge on the 20-foot-wide portion of the easement reserved for the roadbed of Cloudview Trail. The Styger parties’ position is that the term “encroachments, ” as used in the Agreement, refers to an area or location within the easement, rather than to the particular physical structures in existence at the time the Agreement was made. As already noted, however, paragraph 6 of the Agreement provides that the Styger parties “have the right to use, repair, and maintain the existing encroachments” on the relevant portion of the easement. (Italics added.) The words “repair” and “maintain” make perfect sense as applied to the structures and other improvements currently existing within the boundaries of the easement, and no sense as applied to the location of those structures and improvements. Moreover, the right to repair and maintain an existing structure cannot reasonably be interpreted to included the right to replace that structure entirely with a new, different, and significantly larger one.
These structures and improvements include, in addition to the disputed parking stall, “a portion of [the Styger parties’] residence; concrete steps; a gravel walkway; wood bridge entryway; storage shed; garden, shrubs and groundcover; stone walkway; ornamental bushes;... and concrete driveway.”
Therefore, we agree with the trial court that paragraph 6 of the Agreement is not reasonably susceptible of the construction urged by the Styger parties. We emphasize the important observation made by the court in Abers, supra, 189 Cal.App.4th at page 358, that when construing documents relating to real property that have been or may be recorded, it is particularly important to interpret the document “by its four corners, ” because a recorded document “ ‘provides public notice that successors in interest and innocent third parties may need to rely on for centuries. For that reason, whatever the parties may have intended, it is the language used in the resulting conveyance that must govern “if possible....” ’ [Citation.]” Thus, the parol evidence offered by the Styger parties in support of their proposed interpretation of the Agreement was properly determined to be inadmissible.
Construction of Settlement Agreement as a Whole
The Styger parties also argue that even without consideration of the parol evidence, the Agreement should be construed to permit the construction of their planned garage. In a case such as this one, where the construction of a settlement agreement or other written instrument does not turn on the credibility of extrinsic evidence, the interpretation of the agreement is subject to our independent review on appeal. (See Citizens for Goleta Valley v. HT Santa Barbara (2004) 117 Cal.App.4th 1073, 1076 (Goleta Valley); Schaefer’s Ambulance Service v. County of San Bernardino (1998) 68 Cal.App.4th 581, 586; Delucchi v. County of Santa Cruz (1986) 179 Cal.App.3d 814, 820-821.) Accordingly, we review the trial court’s construction of the Agreement de novo.
In interpreting the Agreement, as the Styger parties correctly point out, we must interpret the language of any portion of the Agreement in the context of the document as a whole, rather than using a disjointed approach. (Goleta Valley, supra, 117 Cal.App.4th at p. 1077; see also Civ. Code, § 1641.) Based on these principles, the Styger parties contend that the trial court erred in interpreting the Agreement by focusing exclusively on paragraph 6, rather than construing the Agreement as a whole.
Construing the Agreement as a whole, however, does not result in an interpretation of the Agreement that favors the Styger parties’ position. The only mention in the Agreement of the Styger parties’ rights in the portion of their property burdened by the easement is paragraph 6, which permits the Styger parties to “use, repair, and maintain the existing encroachments, ” but makes no mention of replacing the existing structures and improvements with new, much larger ones. The other portions of the Agreement include provisions in which the parties affirmatively represented that they had not been induced to sign it by any promises not set forth in the Agreement itself, and expressly stated that there were “no agreements, oral or written, and no side agreements, outside of the four corners of [the] Agreement.” Thus, reading the Agreement as a whole, we conclude, as did the trial court, that nothing in the Agreement evinces any intent to permit the Styger parties to build a new two-car garage at the location occupied by the existing parking stall.
The Styger parties argue that this construction of the Agreement leads to an absurd result, because the effect of the trial court’s ruling is to preclude them from replacing the existing improvements on the easement with anything other than “an item of identical size, materials and design, ” which “could prove to be an impossibility” if they cannot obtain materials identical to those used to construct the existing improvement. This argument fundamentally mischaracterizes the trial court’s interpretation of the Agreement. Nothing in the court’s order precludes the Styger parties from using different materials than the originals when exercising their right to use, repair, and maintain any of the improvements on their property, other than the parking stall, that are situated on the easement. Even as to the parking stall, the trial court only required the Styger parties to replace it with one “as close as possible to the identical size, materials and design as the existing” one, and expressly permitted them to vary those elements if the City so required. (Italics added.)
If anything, by interpreting the Agreement to permit the Styger parties to demolish and replace the parking stall, rather than simply repairing it, the trial court construed the Agreement in their favor.
In summary, looking at the Agreement as a whole, we simply do not discern in its language any provision permitting the Styger parties to build a two-car garage on the parking stall site. “We do not have the power to create for the parties a contract that they did not make and cannot insert language that one party now wishes were there.” (Vons Companies, Inc. v. United States Fire Ins. Co. (2000) 78 Cal.App.4th 52, 59.)
Enforceability of Settlement Agreement
In the alternative, the Styger parties argue that if the Agreement does not permit them to replace the existing parking stall with a two-car garage, then it is invalid and unenforceable. They offer two reasons for this proposition. First, they contend that the Agreement is invalid because there was no “meeting of the minds.” Second, they aver that if they cannot replace the parking stall with a garage, they received no consideration in exchange for agreeing to dismiss the civil action, and the Agreement is therefore void.
The “meeting of the minds” argument must be assessed in light of the principle that the mere existence of a dispute about a contract’s interpretation is not enough to render it unenforceable. (Ersa Grae Corp. v. Fluor Corp. (1991) 1 Cal.App.4th 613, 623 [under California law, a contract is enforceable if it is sufficiently definite that a court can ascertain the parties’ obligations thereunder and determine whether those obligations have been performed or breached]; see also Holmes v. Lerner (1999) 74 Cal.App.4th 442, 457 [terms of a contract are reasonably certain if they provide a basis for determining the existence of breach and for giving an appropriate remedy]; Civ. Code, §§ 1596, 1598.) Moreover, in determining whether a contract represents a “meeting of the minds, its “terms... are determined by objective rather than by subjective criteria. The question is what the parties’ objective manifestations of agreement or objective expressions of intent would lead a reasonable person to believe. [Citations.]” (Winograd v. American Broadcasting Co. (1998) 68 Cal.App.4th 624, 632, italics added.) “The parties’ undisclosed intent or understanding is irrelevant to contract interpretation. [Citations.]” (Founding Members of the Newport Beach Country Club v. Newport Beach Country Club, Inc. (2003) 109 Cal.App.4th 944, 956.)
As the court held in Meyer v. Benko (1976) 55 Cal.App.3d 937, 944, “a unilateral mistake may not invalidate a contract without a showing that the other party to the contract was aware of the mistaken belief and unfairly utilized that mistaken belief in a manner enabling him to take advantage of the other party. [Citation.]” Moreover, a party’s professed mistaken understanding of a contract, at the time it was signed, is not a defense to specific performance. (Lifton v. Harshman (1947) 80 Cal.App.2d 422, 435, disapproved on other grounds, Pao Ch’en Lee v. Gregoriou (1958) 50 Cal.2d 502, 506.)
In the present case, the Styger parties have presented no evidence that Warren was aware that they mistakenly understood the Agreement to allow a two-car garage to be built within the easement. Their evidence shows only that Warren was aware, before the Agreement was reached and during a preliminary settlement talk, that the Styger parties wanted to build a garage to replace the parking stall. Thus, even if we assume the Styger parties subjectively believed the Agreement permitted them to go forward with the construction of the proposed garage, their unilateral mistake in that regard does not invalidate the Agreement.
Moreover, contrary to the Styger parties’ second argument, they did receive consideration for signing the Agreement. As already noted, Warren and other defendants filed a cross-complaint against the Styger parties in the civil action, seeking an order requiring the Styger parties to remove the parking stall altogether. Under the Agreement, the cross-complainants dismissed their action against the Styger parties with prejudice, and agreed not to pursue their claim that the Styger parties were obligated to remove their encroaching improvements from the easement. These concessions constituted adequate consideration for the Styger parties’ agreement not to expand those improvements. (See Armstrong World Industries, Inc. v. Superior Court (1989) 215 Cal.App.3d 951, 959 [promise to forbear from exercising legal right is sufficient legal consideration to support contract].) Thus, the trial court did not err in ordering the Styger parties to abide by the terms of the Agreement, and refrain from building their proposed two-car garage.
Disposition
The judgment is affirmed. Costs on appeal are awarded to Warren. Upon issuance of the remittitur, the trial court shall have jurisdiction, in its discretion and upon proper application, to award Warren attorney fees on appeal, as provided for in the Agreement, and requested in Warren’s brief on appeal.
We concur: REARDON, J., SEPULVEDA, J.