Opinion
G053423
07-26-2017
US ETA, INC., Plaintiff and Appellant, v. B/E AEROSPACE, INC., et al., Defendants and Respondents.
Law Offices of Mokri & Associates, Brad A. Mokri and Jennifer N. Harris for Plaintiff and Appellant. AlavardoSmith, William M. Hensley; Much Shelist and Paul E. Van Hoomissen for Defendants and Respondents.
NOT TO BE PUBLISHED IN OFFICIAL REPORTS
California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115. (Super. Ct. No. 30-2013-00693245) OPINION Appeal from an order of the Superior Court of Orange County, Frederick P. Aguirre, Judge. Affirmed. Law Offices of Mokri & Associates, Brad A. Mokri and Jennifer N. Harris for Plaintiff and Appellant. AlavardoSmith, William M. Hensley; Much Shelist and Paul E. Van Hoomissen for Defendants and Respondents.
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Plaintiff and appellant US ETA, Inc. (US ETA) and defendants and respondents B/E Aerospace, Inc. and Aerospace Lighting Corporation (collectively, B/E Aerospace) agreed to settle the underlying lawsuit for $380,000. After some haggling over the terms of a written settlement agreement, all parties signed the agreement, B/E Aerospace transferred the settlement funds, US ETA received and kept those funds, and B/E Aerospace filed a dismissal request that US ETA had agreed to as part of the settlement.
More than two months later, US ETA filed a motion to vacate the dismissal, arguing there was no enforceable settlement authorizing B/E Aerospace to file the dismissal request because the parties had mutually rescinded the settlement before B/E Aerospace signed the settlement agreement, wired the settlement funds, and requested the dismissal. According to US ETA, B/E Aerospace rescinded the settlement when it attempted to renegotiate its terms to include an additional party, and when it failed to transfer the settlement proceeds within two weeks of US ETA signing the settlement agreement. US ETA further contends it rescinded the settlement when it rejected B/E Aerospace's attempts to add a party and told B/E Aerospace there no longer was a settlement. The trial court denied the motion, finding the parties did not rescind the settlement to which they had agreed as demonstrated by US ETA's acceptance of the $380,000 B/E Aerospace paid to settle the case.
On appeal, US ETA simply reargues the facts it argued below, insisting the parties rescinded the settlement. We conclude substantial evidence supports the trial court's findings the parties entered into an enforceable settlement, they did not rescind the settlement, and they fully performed under the terms of the settlement agreement. To prevail on appeal, US ETA had to show the record lacks substantial evidence to support the trial court's findings; it is not sufficient for US ETA simply to argue substantial evidence supports its version of the facts surrounding the parties' settlement. Consequently, we affirm the court's order.
I
FACTS AND PROCEDURAL HISTORY
In December 2013, US ETA filed this breach of contract action arising out of its sale of goods and services to B/E Aerospace. B/E Aerospace cross-complained against US ETA alleging defective performance and failure to satisfy Federal Aviation Administration certification requirements. The parties commenced discovery with the trial set for early August 2015.
On July 2, 2015, B/E Aerospace served a Code of Civil Procedure section 998 offer to compromise the entire action, and US ETA accepted when its president signed the offer and returned it to B/E Aerospace's counsel. Under the settlement, the parties agreed (1) B/E Aerospace would pay US ETA $380,000; (2) they would dismiss the complaint and cross-complaint with prejudice; (3) they would execute mutual releases of all claims alleged in the action; (4) they would bear their own costs and attorney fees; and (5) B/E Aerospace would have judgment entered against it based on the terms of the section 998 offer. The next day, the parties agreed to convert the accepted section 998 settlement offer into a written settlement agreement that required a $380,000 payment within two weeks after the parties executed a mutually acceptable settlement agreement. At the same time, US ETA's counsel provided B/E Aerospace's counsel with a signed request for dismissal of US ETA's complaint with the understanding B/E Aerospace's counsel would file it only after the parties signed a settlement agreement and US ETA received the settlement funds. B/E Aerospace filed a notice of settlement with the trial court and served a copy on US ETA.
All statutory references are to the Code of Civil Procedure.
On July 7, 2015, B/E Aerospace's counsel sent a draft settlement agreement to US ETA's counsel, explaining he reserved the right to make changes to the agreement based on any additional input received from his client. The release provision in this draft agreement stated US ETA released B/E Aerospace "for itself, [and] its affiliated persons and entities (including and without limitation Nippon Beta-Power, a company of unknown origin) . . . ." B/E Aerospace asserted Nippon Beta-Power (Nippon) was an affiliated entity controlled by US ETA's owner. According to US ETA, Nippon was one of its subcontractors and components suppliers.
On July 17, 2015, B/E Aerospace agreed to US ETA's request that it pay the settlement funds by wire transfer rather than check. B/E Aerospace's counsel modified the settlement agreement to include the wire transfer instructions and sent the revised agreement to US ETA's counsel for execution. The same day, US ETA returned the revised agreement signed by its president to B/E Aerospace's counsel. Although the agreement US ETA signed did not include Nippon as a signatory, it included the same language stating US ETA released B/E Aerospace on its own behalf and on behalf of Nippon.
A few days later, US ETA's counsel e-mailed B/E Aerospace's counsel to inquire when B/E Aerospace would sign the agreement and transfer the settlement proceeds to US ETA. On July 27, 2015, B/E Aerospace's counsel left a voicemail message for US ETA's counsel requesting to add Nippon as a signatory to the settlement agreement. According to B/E Aerospace, its counsel never stated US ETA's refusal to include Nippon as a signatory would be a "'deal breaker,'" and it considered the request to be a minor change because US ETA already had signed the agreement with Nippon as a related entity that released B/E Aerospace.
On July 28, 2015, US ETA's counsel responded by e-mail, explaining US ETA would not agree to add Nippon as a signatory because Nippon was not a party to the litigation and did not enter into a contract with B/E Aerospace. US ETA's counsel requested that B/E Aerospace simply sign the version of the settlement agreement that US ETA had signed and make the settlement payment. During a phone conversation the same day, B/E Aerospace's counsel explained B/E Aerospace would like US ETA to consider adding Nippon, but it did not insist on the change.
On August 3, 2015, US ETA's counsel e-mailed B/E Aerospace's counsel, explaining that US ETA had "waited enough" to receive the settlement payment and it "will have no choice but to move the court for proper order" if it did not receive the payment by the end of the week. US ETA's counsel did not mention cancelling or withdrawing from the settlement, nor did he explain the relief that would be sought in a "proper order." B/E Aerospace responded that same day by sending a revised settlement agreement that did not add Nippon as a signatory, but rather merely added a statement that US ETA represented and warranted that Nippon "is an affiliate of [US ETA] and [US ETA] ha[s] the authority and power to release all claims in the Action relating to Nippon." The revised agreement did not change the existing release language identifying Nippon as a releasing party.
On August 6, 2015, US ETA asserts its counsel told B/E Aerospace's counsel the revised settlement agreement was unacceptable to US ETA and there was no longer a settlement between the parties. B/E Aerospace's counsel denies that US ETA's counsel ever stated there was no longer a settlement. To the contrary, B/E Aerospace asserts its counsel told US ETA's counsel he would let US ETA know whether B/E Aerospace would sign the original agreement given that US ETA refused to sign the revised agreement. According to B/E Aerospace's counsel, US ETA's counsel never stated that B/E Aerospace's requested modification constituted a rejection of the agreement US ETA already had signed.
On August 8, 2015, B/E Aerospace signed the original settlement agreement that US ETA had signed and its counsel e-mailed the executed agreement to US ETA's counsel. B/E Aerospace's counsel also e-mailed a "Supplier Update" form that B/E Aerospace's accounting department asked US ETA to complete so B/E Aerospace could process the wire transfer for the settlement funds.
B/E Aerospace contends paragraph 15 of the signed settlement agreement required US ETA to complete the Supplier Update form. That paragraph states, "Each of the Parties agrees to do all other things and execute all other documents reasonably necessary to carry out the terms of this Settlement Agreement."
On August 17, 2015, the parties appeared at a hearing on an order to show cause regarding dismissal scheduled after the trial court received the settlement notice. At the hearing, US ETA's counsel stated there was no settlement and the court should set the case for trial because B/E Aerospace was trying to add a party to the settlement. B/E Aerospace's counsel responded that the parties all had signed a written settlement agreement, and B/E Aerospace simply was waiting for US ETA to complete the Supplier Update form so it could wire the settlement proceeds and file the request for dismissal. US ETA's counsel denied that he had received a signed settlement agreement. The trial court continued the hearing to October 2015 with instructions for the parties to continue settlement negotiations.
After the hearing, the parties' counsel discussed the matter in the courthouse hallway. B/E Aerospace's counsel asked what more was needed to have US ETA complete the Supplier Update form so B/E Aerospace could process and make the settlement payment. According to B/E Aerospace's counsel, US ETA's counsel responded that his client was not going to complete the form and B/E Aerospace "'should just send the money so that we are done.'" US ETA's counsel denies he told B/E Aerospace just to send the money. Instead, according to counsel, he explained there was no enforceable settlement because B/E Aerospace had attempted to change the terms by adding Nippon, and he told B/E Aerospace's counsel he did not know what his client would do if B/E Aerospace wired the settlement funds.
On August 18, 2015, B/E Aerospace wired the settlement funds to US ETA's account identified in the settlement agreement despite US ETA's refusal to complete the Supplier Update form. After wiring the funds, B/E Aerospace's counsel filed the request for dismissal US ETA's counsel had signed in early July. The next day, B/E Aerospace's counsel sent US ETA's counsel a letter informing him B/E Aerospace had wired the settlement proceeds to US ETA's account and filed the request for dismissal with the court as provided in the signed settlement agreement. Counsel explained B/E Aerospace wired the settlement funds based on the statement by US ETA's counsel that B/E Aerospace should wire the funds without requiring US ETA to complete the Supplier Update form.
US ETA's counsel responded in a letter dated August 21, 2015. Counsel denied he said B/E Aerospace should just send the settlement funds because he made it clear both at and following the order to show cause hearing that US ETA believed there was no enforceable settlement agreement. Instead, US ETA's counsel explained he responded to the question, "'what if [B/E Aerospace] wires the money," by stating, "I don't know and it will be up to the court to decide.'" Counsel further stated he had refused to send an e-mail stating the matter would be resolved if B/E Aerospace just sent the settlement funds. Finally, counsel closed his letter by stating, "I will inform [US ETA] as to your filing of the dismissal and will go forward as I am instructed."
US ETA did nothing for more than two months, and then on October 30, 2015, US ETA filed a motion to vacate the dismissal and restore the case to the trial calendar. US ETA argued the trial court should set aside the dismissal because B/E Aerospace wired the funds only after US ETA told B/E Aerospace it would not settle the case because of B/E Aerospace's delays in completing the settlement agreement and its efforts to change the settlement by adding Nippon as a party. Moreover, US ETA asserted B/E Aerospace improperly filed the request for dismissal without US ETA's approval, and US ETA had "rejected" the settlement funds. US ETA presented no evidence to support that latter assertion.
In bringing its motion, US ETA did not identify a specific legal basis for setting aside the dismissal. For example, US ETA did not say whether the motion was based on fraud, mistake, inadvertence, surprise, or neglect, nor did US ETA specify whether the motion was directed to the court's statutory or equitable power to vacate a judgment.
B/E Aerospace opposed the motion, arguing there was an enforceable settlement as demonstrated by the signed settlement agreement and US ETA's retention of the settlement funds transferred to it by B/E Aerospace. With its reply brief, US ETA's president submitted a declaration explaining it kept the settlement proceeds with the intent of presenting them to the trial court at the October order to show cause hearing, but later discovered the court vacated that hearing when B/E Aerospace filed the dismissal request. According to US ETA's president, he then obtained a cashier's check for the settlement amount and gave it to US ETA's counsel to hold in trust until the court determined the validity of the dismissal. US ETA attached as an exhibit to the president's declaration a cashier's check for $380,000 made payable to B/E Aerospace. The check is dated January 26, 2016, which is the same day US ETA filed its reply brief in the trial court, and more than five months after B/E Aerospace wired the funds.
On February 2, 2016, the trial court denied US ETA's motion, explaining, "[US ETA] does not dispute that it accepted [B/E Aerospace's] CCP § 998 offer of $380,000 and that [US ETA] thereafter received wired funds in that amount on or about 8/16/15 and has never returned the funds. [¶] . . . [¶] If [US ETA] believes a settlement did not occur, why did [US ETA] accept the CCP § 998 offer and later keep the $380,000 wired into its account? [US ETA] fails to argue or cite any authority that its acceptance of the § 998 offer can somehow be revoked following receipt of the money." US ETA now appeals the court's order.
B/E Aerospace contends the trial court's order denying the motion to vacate is not an appealable order because US ETA based its motion in part on the court's equitable, nonstatutory power to vacate a judgment. True, an order denying a nonstatutory motion to vacate a judgment generally is not appealable because "an appeal from the judgment affords review of all contentions that could have been considered upon the second, separate appeal." (Forman v. Knapp Press (1985) 173 Cal.App.3d 200, 203.) But there are exceptions to that rule when its rationale does not apply. For example, an appeal lies when there is no effective appeal from the judgment. (In re Marriage of Brockman (1987) 194 Cal.App.3d 1035, 1043.) Although no appeal generally lies from a plaintiff's voluntary dismissal of an action (Gray v. Superior Court (1997) 52 Cal.App.4th 165, 170), an appeal from an order denying a nonstatutory motion to vacate lies when "the record made at the time of the judgment does not disclose the grounds for appeal" (Brockman, at p. 1043). Accordingly, the trial court's order is appealable even if US ETA based its motion on the court's equitable, nonstatutory power.
II
DISCUSSION
A. Fundamental Legal Principles on Vacating Judgments and the Standard of Review
A trial court has both the statutory and equitable authority to vacate a judgment under certain circumstances. Section 473, subdivision (b) (section 473(b)) grants a court the discretion to vacate "a judgment, dismissal, order, or other proceeding taken against [a party] through his or her mistake, inadvertence, surprise, or excusable neglect." Although not expressly stated in the statute, fraud also is a recognized ground for vacating a judgment under section 473(b). (Beresh v. Sovereign Life Ins. Co. (1979) 92 Cal.App.3d 547, 552; Rice v. Rice (1949) 93 Cal.App.2d 646, 651 (Rice); 8 Witkin, Cal. Procedure (5th ed. 2008) Attack on Judgment in Trial Court, § 151, p. 745.)
Section 473(b) also has a mandatory relief provision that requires a trial court to vacate a default, default judgment, or dismissal when an attorney submits a declaration attesting that the default, judgment, or dismissal was entered against a party because of the attorney's "mistake, inadvertence, surprise, or neglect." This provision is not at issue here.
Other statutes not relevant here also authorize a trial court to vacate a judgment under certain circumstances. (See, e.g., § 473, subd. (d) [trial court may set aside void judgment or order], § 663 [trial court may vacate judgment when original judgment relies on erroneous legal basis, is not supported by the facts, or is inconsistent with jury's special verdict].)
A party may seek to vacate a judgment under section 473(b) based on either extrinsic or intrinsic fraud. (Rice, supra, 93 Cal.App.2d at p. 651.) In general, "'extrinsic fraud is one party's preventing the other from having his day in court.'" (In re Margarita D. (1999) 72 Cal.App.4th 1288, 1294 (Margarita D.).) For example, extrinsic fraud occurs "'"[w]here the unsuccessful party has been prevented from exhibiting fully his case, by fraud or deception practiced on him by his opponent, as by keeping him away from court, a false promise of a compromise; or where the defendant never had knowledge of the suit, being kept in ignorance by the acts of the plaintiff; or where an attorney fraudulently or without authority assumes to represent a party and connives at his defeat; or where the attorney regularly employed corruptly sells out his client's interest to the other side."'" (Ibid.) In contrast, intrinsic fraud is part of the case itself and affects the merits of the prior proceeding. For example, intrinsic fraud occurs when a party's opponent presents false evidence. (Id. at p. 1295.)
A trial court's authority to vacate a judgment under section 473(b) extends to judgments of dismissal entered upon a plaintiff's voluntary request. (Basinger v. Rogers & Wells (1990) 220 Cal.App.3d 16, 22 ["Even after entering a judgment of dismissal pursuant to a party's voluntary dismissal, the court has jurisdiction to vacate such judgment under section 473"].) A party must bring a section 473(b) motion within six months of the challenged judgment or order. (§ 473, subd. (b).)
Apart from its statutory authority under section 473(b), a trial court has the equitable power to vacate a judgment that was obtained through fraud, mistake, or accident. (Margarita D., supra, 72 Cal.App.4th at p. 1294; see Weitz v. Yankosky (1966) 63 Cal.2d 849, 855.) A court may exercise its equitable authority to vacate a judgment based on extrinsic fraud, but it may not equitably vacate a judgment based on intrinsic fraud. (Margarita D., at pp. 1294-1295.) There is no specific time limit on an equitable motion to vacate a judgment, provided the party seeks relief within a reasonable time after discovering the judgment. (Department of Industrial Relations v. Davis Moreno Construction, Inc. (2011) 193 Cal.App.4th 560, 570.)
Regardless whether a motion is directed to a trial court's statutory authority under section 473(b) or its equitable power, the decision is vested in the court's sound discretion and we review that decision under the deferential abuse of discretion standard. (Zamora v. Clayborn Contracting Group, Inc. (2002) 28 Cal.4th 249, 257-258 [motion for discretionary relief under section 473(b)]; Parage v. Couedel (1997) 60 Cal.App.4th 1037, 1041 ["rulings granting relief on equitable grounds are reviewed in the same manner as decisions under . . . section 473, namely, for abuse of discretion"].)
"'The abuse of discretion standard is not a unified standard; the deference it calls for varies according to the aspect of a trial court's ruling under review. The trial court's findings of fact are reviewed for substantial evidence, its conclusions of law are reviewed de novo, and its application of the law to the facts is reversible only if arbitrary and capricious.'" (People v. Dekraai (2016) 5 Cal.App.5th 1110, 1140; see Nellie Gail Ranch Owners Assn. v. McMullin (2016) 4 Cal.App.5th 982, 1006 ["The abuse of discretion standard includes a substantial evidence component: 'We defer to the trial court's factual findings so long as they are supported by substantial evidence, and determine whether, under those facts, the court abused its discretion'"].)
"Under [the abuse of discretion] standard, there is no abuse . . . requiring reversal if there exists a reasonable or fairly debatable justification under the law for the trial court's decision or, alternatively stated, if that decision falls within the permissible range of options set by the applicable legal criteria. . . . We reverse the judgment only if in the circumstances of the case, viewed most favorably in support of the decision, the decision exceeds 'the bounds of reason' [citation], and therefore a judge could not reasonably have reached that decision under applicable law." (Cahill v. San Diego Gas & Electric Co. (2011) 194 Cal.App.4th 939, 957 (Cahill).) "We presume the trial court followed the applicable law" (id. at p. 956), and "[i]t is the appellant's burden on appeal to show the trial court abused its discretion" (id. at p. 957).
"'Where findings of fact are challenged on a civil appeal, we are bound by the "elementary, but often overlooked principle of law, that . . . the power of an appellate court begins and ends with a determination as to whether there is any substantial evidence, contradicted or uncontradicted," to support the findings below. [Citation.] We must therefore view the evidence in the light most favorable to the prevailing party, giving it the benefit of every reasonable inference and resolving all conflicts in its favor . . . .' . . . An appellate court presumes in favor of the judgment or order all reasonable inferences. [Citation.] If there is substantial evidence to support a finding, an appellate court must uphold that finding even if it would have made a different finding had it presided over the trial. [Citations.] An appellate court does not reweigh the evidence or evaluate the credibility of witnesses, but rather defers to the trier of fact." (Cahill, supra, 194 Cal.App.4th at pp. 957-958.)
Indeed, "'[i]n viewing the evidence, we look only to the evidence supporting the prevailing party. [Citation.] We discard evidence unfavorable to the prevailing party as not having sufficient verity to be accepted by the trier of fact. [Citation.] Where the trial court has drawn reasonable inferences from the evidence, we have no power to draw different inferences, even though different inferences may also be reasonable.' [Citation.] 'If the trial court resolved disputed factual issues, the reviewing court should not substitute its judgment for the trial court's express or implied findings supported by substantial evidence.'" (Clark v. Superior Court (2011) 196 Cal.App.4th 37, 47 (Clark).)
"'[A]n appellant who challenges a factual determination in the trial court . . . must marshal all of the record evidence relevant to the point in question and affirmatively demonstrate its insufficiency to sustain the challenged finding.'" (Chicago Title Ins. Co. v. AMZ Ins. Services, Inc. (2010) 188 Cal.App.4th 401, 415.) An appellant does not meet its burden to establish error merely by showing substantial evidence supports a finding other than the express or implied finding the trial court made. Rather, the appellant establishes error only by showing the record lacks substantial evidence to support the trial court's express or implied findings. (Rupf v. Yan (2000) 85 Cal.App.4th 411, 429-430, fn. 5.) B. US ETA Failed to Show the Trial Court Erred
US ETA contends the trial court erred in denying the motion to vacate because B/E Aerospace filed the request for dismissal "either mistakenly and/or fraudulently." According to US ETA, there was no enforceable settlement agreement authorizing B/E Aerospace to file the request for dismissal because the parties had rescinded their settlement, and therefore the court was required to vacate the dismissal. We disagree. US ETA fails to recognize its burden on appeal and the record does not show the court erred.
The trial court denied the motion to vacate because it found the parties had entered into a settlement and they did not rescind that settlement as demonstrated by B/E Aerospace paying $380,000 to settle the case and US ETA retaining that money. Implicit in that determination is the finding the parties' settlement was enforceable and they fully performed under its terms. Substantial evidence supports the court's determination.
US ETA argues it did not keep the settlement funds because it gave them to its counsel to hold in trust until the court decided the dispute over the settlement. The funds, however, were still under US ETA's control because its attorney would be required to return the funds to US ETA if it asked. Moreover, US ETA waited more than five months before giving the funds to its counsel.
The undisputed evidence shows the parties agreed to settle their claims with B/E Aerospace paying US ETA $380,000; the parties agreed to document their settlement in a written settlement agreement; B/E Aerospace prepared a written settlement agreement and forwarded it to US ETA; that agreement provided for US ETA to release claims on its own behalf and on Nippon's behalf; US ETA signed that settlement agreement and returned it to B/E Aerospace; B/E Aerospace then proposed one revision to the settlement agreement that added Nippon as a signatory and a second revision that merely required US ETA to warrant it had authority to release Nippon's claims; B/E Aerospace asked US ETA to consider the proposed revisions, but never conditioned fulfillment of the settlement agreement on their adoption; US ETA refused to agree to either revision; B/E Aerospace signed the original settlement agreement after US ETA rejected the proposed revisions; B/E Aerospace wired the $380,000 in settlement proceeds to US ETA less than two weeks after B/E Aerospace signed the agreement; B/E Aerospace filed the request for dismissal after wiring the settlement proceeds; and US ETA has not returned the settlement proceeds to B/E Aerospace.
B/E Aerospace also presented evidence showing it returned the fully executed settlement agreement to US ETA on August 8; US ETA did not say anything about cancelling or withdrawing from the settlement until the August 17 order to show cause hearing; after that hearing US ETA's counsel told B/E Aerospace's counsel that US ETA would not sign the Supplier Update form, but B/E Aerospace should nonetheless wire the funds to resolve the action; and US ETA relied on that statement in wiring the settlement funds and then filing the request for dismissal.
US ETA does not dispute that B/E Aerospace presented evidence establishing each of the foregoing facts, nor does US ETA dispute that evidence constitutes substantial evidence supporting the trial court's determination the parties entered into a settlement, they did not rescind the settlement, and they fully performed under the terms of the settlement agreement. Instead, US ETA simply argues its version of the facts surrounding the parties' settlement: the settlement was not enforceable because the parties mutually rescinded it before B/E Aerospace signed the settlement agreement and wired the settlement proceeds. In US ETA's view, B/E Aerospace rescinded the agreement by repeatedly attempting to renegotiate it to include Nippon as a party and failing to make the settlement payment within two weeks of US ETA signing the agreement, and US ETA rescinded when it told B/E Aerospace there no longer was a settlement after B/E Aerospace proposed the revisions regarding Nippon. In support, US ETA cited the declarations by its counsel stating (1) the parties never agreed to include Nippon as a party to the settlement; (2) US ETA signed the agreement on July 17 and B/E Aerospace did not wire the settlement funds until August 18; (3) he told B/E Aerospace's counsel there no longer was a settlement on August 6 when he rejected the proposed revisions; (4) US ETA never received a fully executed settlement agreement or knew B/E Aerospace had signed the original settlement agreement until the August 17 order to show cause hearing; and (5) he did not tell B/E Aerospace's counsel after that hearing that they should wire the settlement proceeds.
Although US ETA repeatedly argues it never agreed to include Nippon in the settlement and B/E Aerospace rescinded the agreement by proposing revisions that included Nippon, US ETA never disputed that both the original settlement agreement B/E Aerospace proposed and the agreement US ETA signed included Nippon as a releasing party.
If credited, US ETA's evidence may support its version of the facts; it may even constitute substantial evidence supporting US ETA's contention the parties rescinded the settlement. Unfortunately for US ETA, the trial court necessarily credited B/E Aerospace's version of the facts over US ETA's version, and resolved the conflicts in the evidence in B/E Aerospace's favor. The controlling standard of review requires us to do the same because US ETA failed to show the record lacks substantial evidence to support B/E Aerospace's version of the facts. (See Clark, supra, 196 Cal.App.4th at p. 47; Cahill, supra, 194 Cal.App.4th at pp. 957-958.)
US ETA cites a number of cases to show the trial court had authority to vacate the dismissal and that a settlement agreement may be rescinded like any other agreement. The dispute here, however, does not lie in whether the court had authority to vacate the dismissal or whether the settlement agreement could be rescinded. Rather, the dispute is a factual one about whether the parties rescinded the agreement and whether the trial court was required to vacate the dismissal based on that rescission. The court found there was no rescission and the record supports that determination as explained above. The court therefore did not abuse its discretion in denying the motion to vacate and we must affirm that decision.
B/E Aerospace asserts US ETA's appeal also fails for several other reasons, but we need not consider them based on our conclusion US ETA failed to establish error. --------
III
DISPOSITION
The order is affirmed. B/E Aerospace shall recover its costs on appeal.
ARONSON, J. WE CONCUR: O'LEARY, P. J. IKOLA, J.