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Greaves v. Guillen

COURT OF APPEAL OF THE STATE OF CALIFORNIA SECOND APPELLATE DISTRICT DIVISION FOUR
Sep 28, 2011
B224749 (Cal. Ct. App. Sep. 28, 2011)

Opinion

B224749 Los Angeles County Super. Ct. No. EC049156

09-28-2011

JOHN GREAVES, Plaintiff and Appellant, v. NANCY E. GUILLEN et al., Defendants and Respondents.

APPEAL from a judgment of the Superior Court of Los Angeles County, David S. Milton, Judge. Affirmed. A. Liberatore and Anthony A. Liberatore; David J. Ozeran for Plaintiff and Appellant. Law Office of Adrianos Facchetti and Adrianos Facchetti; Law Offices of George Baltaxe and George Baltaxe for Defendant and Respondent Nancy E. Guillen. Baker, Olson, Le Croy & Danielian and Eric Olson for Respondent in pro. per.


NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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 This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

APPEAL from a judgment of the Superior Court of Los Angeles County, David S. Milton, Judge. Affirmed.

A. Liberatore and Anthony A. Liberatore; David J. Ozeran for Plaintiff and Appellant.

Law Office of Adrianos Facchetti and Adrianos Facchetti; Law Offices of George Baltaxe and George Baltaxe for Defendant and Respondent Nancy E. Guillen.

Baker, Olson, Le Croy & Danielian and Eric Olson for Respondent in pro. per.

In the underlying action, appellant John Greaves asserted a claim for breach of contract and related tort claims against respondents Nancy E. Guillen and Employer Bridge, Inc. (EBI). Following a mediation, Greaves, Guillen, and EBI executed a document that provided, inter alia, that Greaves was "to buy out" Guillen from EBI for $100,000. The trial court determined that the document was an enforceable settlement of the case and entered a judgment under Code of Civil Procedure section 664.6. Greaves contends the trial court erred in concluding that the negotiated document constituted a settlement agreement properly subject to specific performance. We affirm.

RELEVANT PROCEDURAL BACKGROUND

On February 17, 2009, Greaves filed his complaint against Guillen and EBI, alleging the following facts: EBI is in the business of soliciting applications for various kinds of insurance. Greaves and Guillen jointly owned 98 percent of EBI's shares, and each provided services to EBI as an employee. Guillen was responsible for EBI's office operations, including its accounting and banking. Greaves conducted "field customer interaction" and "solicitation of applications of insurance."

The complaint further alleged that "[w]ith [Greaves] in the field and [Guillen] at the office, the business of [EBI] ran smoothly for many years." However, when Greaves "negotiat[ed] a buy-out of [Guillen's] shares in [EBI]," Guillen relocated EBI's office and locked him out, in an apparent effort to "cover up her misrepresentations concerning the financial wherewithal of EBI." She blocked Greaves's access to EBI's records while reducing and then terminating his salary payments; in addition, she continued to draw a full salary and used EBI's funds to pay for her Mercedes and her son's car. The complaint asserted claims for breach of contract, breach of fiduciary duty, fraud, and negligent misrepresentation, and requested an accounting.

On June 9, 2009, following a mediation, Greaves, Guillen, EBI, and their counsel executed a document entitled "Stipulation for Settlement" (stipulation). When Guillen sought a judgment under Code of Civil Procedure section 664.6 based on the stipulation, Greaves opposed the request, arguing that the stipulation was not a settlement agreement because it lacked material terms. The trial court concluded that the stipulation constituted an enforceable settlement of Greaves's action and entered a judgment under section 664.6. This appeal followed.

All further statutory citations are to the Code of Civil Procedure.

DISCUSSION

Although Baker, Olson, Le Croy & Danielian and attorney Eric Olson were not parties of record in the underlying action, for reasons explained in an order filed August 31, 2011, we have permitted them to appear as respondents in the appeal.

A. Governing Principles

Under section 664.6, "[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." This provision "was enacted to provide a summary procedure for specifically enforcing a settlement contract without the need for a new lawsuit." (Weddington Productions, Inc. v. Flick (1998) 60 Cal.App.4th 793, 809 (Weddington Productions).)

Generally, "[a] court ruling on a motion under . . . section 664.6 must determine whether the parties entered into a valid and binding settlement. [Citations.] A settlement is enforceable under section 664.6 only if the parties agreed to all material settlement terms. [Citations.] The court ruling on the motion may consider the parties' declarations and other evidence in deciding what terms the parties agreed to . . . . [Citations.] If the court determines that the parties entered into an enforceable settlement, it should grant the motion and enter a formal judgment pursuant to the terms of the settlement. [Citation.]" (Hines v. Lukes (2008) 167 Cal.App.4th 1174, 1182-1183 (Hines) fn. omitted.) If requested by the parties, the trial court "may retain jurisdiction over the parties to enforce the settlement until performance in full of the terms of the settlement." (§ 664.6; see Wackeen v. Malis (2002) 97 Cal.App.4th 429, 438.)

Absent an oral agreement in open court, judgment can be entered under section 664.6 only when the parties have executed a writing containing the material terms of the settlement. (Gauss v. GAF Corp. (2002) 103 Cal.App.4th 1110, 1123.) Because settlement agreements are contracts, a writing is enforceable under section 664.6 only if the parties agreed to terms addressing all material matters with sufficient certainty to render specific enforcement appropriate. (Weddington Productions, supra, 60 Cal.App.4th at pp. 810, 815-816.) Although the court may consider evidence beyond the writing in resolving a motion under section 664.6, it may do so "only to determine what settlement terms the parties previously agreed upon." (Gauss v. GAF Corp., supra, 103 Cal.App.4th at p. 1123, italics deleted.) This is because "nothing in section 664.6 authorizes a judge to create the material terms of a settlement." (Weddington Productions, supra, at p. 810, italics deleted.)

B. Underlying Proceedings

On June 9, 2009, following a mediation before Robert Dobbins, the parties and their counsel executed the stipulation, which is a five-page document with pre- printed and handwritten provisions. Below a caption identifying the underlying action, the stipulation's first page contains the following pre-printed clause: "[It is hereby stipulated] by and between the parties . . . that the above-referenced case has been settled according to the terms memorialized herein below. This document is binding on the parties and is admissible . . . enforceable by motion of any party hereto pursuant to . . . section 664.6."

Following this clause are several handwritten terms. Under the terms stated on the first page, Greaves was to "buy out" Guillen for $100,000, in 20 equal monthly payments; Guillen was to refrain from soliciting EBI's customers, with certain exceptions; Greaves, Guillen, and EBI were to release one another from existing liabilities and obligations; Guillen was permitted to retain certain leased premises while holding EBI and Greaves harmless from lease obligations; and Greaves's complaint was to be dismissed with prejudice. The remaining pages contain provisions that permitted EBI to pay certain "ordinary expenses" and attorney fees; obliged Greaves to release Guillen's son Juan from all claims, provided Juan cooperated in resolving bookkeeping issues; and obliged Guillen to reimburse EBI $1,400, close out certain credit and gas cards, and pay the card balances attributable to herself and Juan. In addition, the stipulation provides for a qualified waiver under section 1542, and requires Guillen to indemnify Greaves for certain claims.

The terms, as handwritten, state: "1) Greaves to buy out Guillen from [EBI] for $100,000, payable over 20 months, stating 7/1/09, in equal $5,000 per month payments. [¶]2) Non-solicitation of EBI customers by Guillen for 20 months starting 7/1/09 . . . [¶] 3) Certain customers are exempt from non-solicitation (see Exhibit "A" hereto[)] [¶] 4) Mutual releases between Greaves, EBI & Guillen from all past liabilities & obligations [¶]5) All complaints /x-complaints dismissed w/prejudice [¶] 6) . . . Dobbins appointed as referee and temporary judge for all purposes pursuant to [sections] 638 and 639 [¶] . . . [¶] 7) Guillen to retain leased premises . . . and hold EBI and/or Greaves harmless from all lease obligations."

The stipulation's first page also contains a pre-printed term regarding other documents the parties were to execute "to facilitate the above-specified terms of settlement." The term, as completed by the parties, states that by June 23, the parties would "execute or exchange" a "[l]ong form agreement" prepared by Greaves. In connection with this term, the stipulation includes the following handwritten provisions: "The parties agree to execute a more detailed agreement which includes customary language contained in settlement agreements and business buy-sell agreements. This long form agreement will include a prevailing party attorney fee provision for breach, disputes and/or issues of compliance. [¶] Guillen and Greaves both agree timely to sign, prepare or assist in the preparation of any documents necessary to complete the spirit and letter of this agreement and the long form agreement. Time is of the essence in the performance of this paragraph."

Guillen's motion under section 664.6 was supported by a declaration from her counsel, John M. Gantus, who stated: "[A]lmost immediately after the [stipulation was signed . . . , problems began to surface. While [Guillen] turned over to [Greaves] her interest in [EBI], [Greaves] has failed to perform his obligations, most notably the obligation to pay money to [Guillen] as required by the [s]tipulation. . . . [T]he primary problem now surrounds the fact that [Greaves] refuses to make good on an NSF check for the first payment of the $5,000 . . . , and has continued to fail to make payments under the terms of the [s]tipulation, though [Guillen] has performed all of her obligations thereunder."

In opposition to the motion, Greaves maintained that the stipulation was unenforceable because it lacked material terms. Pointing to the handwritten provisions regarding the "long form agreement," he argued that "[w]hat remained to be worked out . . . and memorialized in writing[] were the terms of the business buy-sell agreement to cover the identification . . . and transfer of all assets." Greaves also asserted that Guillen had breached her obligation under the stipulation's "time is of the essence" clause to assist in the preparation of the long form agreement, as she had never responded to a draft agreement that Greaves had sent her.

In support of these contentions, Greaves provided a declaration from his counsel, Anthony Liberatore, who stated: "Toward the end of June 2009, I forwarded to defense counsel a draft of the proposed terms of the asset buy-sell agreement referenced in the preliminary writing . . . . At no time has my office received a response concerning the proposed terms. Since the time of the circulation of the document, we have discovered trust account improprieties, and additional accounts that contain transactions detrimental to [EBI] and [Greaves]. . . . [¶] The reason why I included the requirement that the parties must agree to and finalize, in writing, the asset buy-sell terms was because I knew, based on the parties' history, that there would be many issues concerning what is corporate property, the funds on deposit in the corporate accounts and corporate funds. Since we have received conflicting information from the defense concerning accounts and what the bank has advised us, we have subpoenaed the banking records . . . . In addition, certain accounts paid documents reflect purchases for furniture and phone systems, the existence of which is unknown. The list concerning disputed areas of the asset purchase aspects of the transaction is quite extensive. There has never been a meeting of the minds concerning the terms of the asset buy-sell agreement and, similarly, such terms have never been memorialized in writing and agreed to and signed by the parties."

At the hearing on Guillen's motion, Liberatore argued that the transaction involving EBI had two components: a sale of Guillen's shares in EBI, and a transfer of control over EBI's assets to Greaves. He maintained that under the stipulation, the parties were required to execute a long form agreement regarding the transfer of control over EBI's assets. He also denied that Greaves had received all of EBI's assets from Guillen. Counsel for Guillen and EBI asserted that all of EBI's assets had been transferred to Greaves; in addition, they argued that because Greaves owned at least 98 percent of EBI's stock, he effectively controlled EBI, which was entitled "to go out and get [its assets]."

In granting the motion, the trial court offered to assist in resolving the "minor or secondary . . . issues with respect to outstanding items that are contemplated by the agreement," as the issues were a "matter of complying with the statute and . . . the agreement." Liberatore agreed to prepare a comprehensive list of the assets in dispute, but no such list was provided. On April 2, 2010, the trial court entered a judgment under section 664.6 that reserved the court's jurisdiction to enforce the stipulation's provisions.

C. Analysis

We conclude the trial court properly found the stipulation to be an enforceable settlement agreement. Generally, "[f]actual determinations made by a trial court on a section 664.6 motion to enforce a settlement must be affirmed if the trial court's factual findings are supported by substantial evidence. [Citations.] Other rulings are reviewed de novo for errors of law. [Citation.]" (Weddington Productions, supra, 60 Cal.App.4th at p. 815.)

On review for the existence of substantial evidence, we "consider the evidence in the light most favorable to the prevailing party, giving that party the benefit of every reasonable inference and resolving conflicts in support of the judgment. [Citation.]" (Nordquist v. McGraw-Hill Broadcasting Co. (1995) 32 Cal.App.4th 555, 561.) Under this standard, "the power of an appellate court begins and ends with the determination as to whether, on the entire record, there is substantial evidence, contradicted or uncontradicted, which will support the determination [of the trier of fact], and when two or more inferences can reasonably be deduced from the facts, a reviewing court is without power to substitute its deductions for those of the [trier of fact]." (Bowers v. Bernards (1984) 150 Cal.App.3d 870, 873-874, italics omitted.)

At the outset, we note the limited nature of the evidence before the trial court. Because the stipulation was the product of a mediation, the parties' discussions during the mediation and the stipulation itself fell within the so-called "'mediation privilege.'" (Stewart v. Preston Pipeline, Inc. (2005) 134 Cal.App.4th 1565, 1568, 1572-1574 & fn. 5; Evid. Code, § 1115 et seq.) Although the stipulation expressly waived this privilege with respect to its contents, the parties executed no waiver of their communications in connection with the mediation. Accordingly, the evidence bearing on the stipulation's enforceability under section 664.6 was limited to the express terms of the stipulation and the parties' declarations.

As settlement agreements are contracts, our inquiry is guided by the principles governing the specific performance of contracts. (Weddington Productions, supra, 60 Cal.App.4th at pp. 811-812.) Generally, "[s]pecific performance cannot be granted unless the terms of the contract are sufficiently definite for the court to know what to enforce." (13 Witkin, Summary of Cal. Law (10th ed. 2005) Equity, § 42, p. 334; Civ. Code, § 3390, subd. (5).) For this reason, a contract that "leaves an essential element for future agreement of the parties" is ordinarily unenforceable. (Okun v. Morton (1988) 203 Cal.App.3d 805, 817 (Okun).)

However, it is not necessary that every term be stated in the contract. (Elite Show Services, Inc. v. Staffpro, Inc. (2004) 119 Cal.App.4th 263, 269.) "'The usual and reasonable conditions of such a contract are, in the contemplation of the parties, a part of their agreement.' [Citation.] In the absence of express conditions, a court may look to custom and practice to determine incidental matters, so long as such matters do not alter or vary the terms of the agreement. [Citation.]" (Ibid., quoting King v. Stanley (1948) 32 Cal.2d 584, 588, disapproved on another point in Patel v. Liebermensch (2008) 45 Cal.4th 344, 351, fn. 4.) In addition, the court may rely on other extrinsic evidence to clarify the acts required under the agreement. (Okun, supra, 203 Cal.App.3d at p. 818; see Facebook, Inc. v Pac. Northwest Software, Inc. (9th Cir. 2011) 640 F.3d 1034, 1037-1038 [settlement agreement that omits some terms may be enforceable if "the terms it does include are sufficiently definite"].)

Okun provides an instructive application of these principles. There, the pertinent agreement obliged the defendant to offer the plaintiff a 20 percent interest in any future business opportunity that used the name "Hard Rock Cafe." (Okun, supra, 203 Cal.App.3d at p. 818.) When the plaintiff sought specific performance of the agreement, the defendant maintained that its terms were fatally uncertain regarding how and when he was to offer the plaintiff a chance to participate in any particular opportunity. (Id. at pp. 818-819.) The appellate court rejected this contention, stating: "Even when the uncertainty of a written contract goes to '"the precise act which is to be done" [citation], extrinsic evidence is admissible to determine what the parties intended. [Citations.] It is only when the extrinsic evidence fails to remove the ambiguity that specific performance must be refused.' [Citations.]" (Id. at p. 819, quoting Crescenta Valley Moose Lodge v. Bunt (1970) 8 Cal.App.3d 682, 689.)

Here, there is adequate evidence that the stipulation contains all the material terms of the parties' agreement. To begin, the stipulation states that it is enforceable under section 664.6, and it contains terms aimed at resolving Greaves's disputes with Guillen, as disclosed in his complaint. (1 Witkin, Summary of Cal. Law (10th ed. 2005) Contracts, § 748, pp. 836-838 [a contract is properly interpreted in light of surrounding circumstances, including the subject to which it relates].) According to the complaint, Guillen usurped control of EBI, denied him revenue from the company when he tried to buy her interest, and used EBI's funds to benefit herself and her son. On these matters, the stipulation authorized Greaves to "buy out" Guillen, and required her to make specified payments and reimbursements.

Nothing within the stipulation reasonably suggests that the parties intended to negotiate a further "buy-sell" agreement directing the transfer of EBI's assets to Greaves's control. Greaves does not dispute that the stipulation obliged Guillen to transfer her shares in EBI to him. As this transfer, by itself, would give Greaves control over EBI's assets and activities as its majority shareholder (Jones v. H.F. Ahmanson & Co. (1969) 1 Cal.3d 93, 108), the stipulation's terms are sufficient to secure Greaves's control over EBI's assets.

Furthermore, the stipulation's handwritten provisions regarding the long form agreement do not require a further buy-sell agreement regarding the transfer of EBI's assets. The provisions merely obliged the parties to execute "a more detailed agreement which includes customary language contained in settlement agreements and business buy-sell agreements," including an attorney fee provision regarding potential disputes. (Italics added.) The italicized phrase supports the reasonable inferences (1) that the stipulation itself amounted to a settlement and buy-sell agreement, and (2) that any additional terms in the long form agreement were merely to reflect customary clauses in such agreements, rather than material elements of the transaction.

The limited extrinsic evidence also shows that the parties did not intend to negotiate an additional buy-sell agreement to complete the settlement, as the evidence demonstrated that the parties initially performed under the stipulation. According to the declaration supporting Guillen's motion, Guillen handed over her interest in EBI, and Greaves gave her a $5,000 check, as required under the stipulation's payment schedule. Although the check turned out to be "NSF," the trial court could reasonably conclude that Greaves sent the check because he then believed the terms of the agreement were complete.

We recognize that Liberatore's declaration before the trial court stated that he had included the requirement for a long form agreement in the stipulation because he knew there would be disputes regarding EBI's property. However, as explained above, the stipulation contains no such provision. On the contrary, the stipulation specifies that preparation of the long form agreement is "to facilitate the above-specified terms of settlement." Furthermore, because Liberatore never suggested that he expressed his subjective understanding of the long form agreement prior to the stipulation's execution, the trial court properly rejected his statements in construing it. (1 Witkin, Summary of Cal. Law, supra, Contracts, § 744, p. 831.)

The trial court also properly concluded that the terms of the stipulation were sufficiently certain to be enforceable, notwithstanding the disputes regarding specific items of EBI's property. Generally, "[t]he description of the subject matter of an agreement may be indefinite but if it is capable of being identified and rendered definite and certain by [extrinsic] evidence, the contract is enforceable. [Citations]" (Bettancourt v. Gilroy Theatre Co., Inc. (1953) 120 Cal.App.2d 364, 367-368; see Civ. Code, § 3538 ["That is certain which can be made certain."].) Although Liberatore's declaration stated that his search of EBI's records had disclosed discrepancies regarding its bank accounts and office equipment, he never suggested that further evidence could not identify EBI's assets; on the contrary, he stated that he was in the process of securing evidence on these matters. Furthermore, when the trial court asked Greaves to provide a list of the assets in dispute, he failed to do so. The record thus discloses no irresolvable uncertainties regarding EBI's assets.

For similar reasons, we reject Greaves's suggestion that the stipulation is unenforceable because its handwritten provisions are "indecipherable." Our inspection of the stipulation discloses that the provisions are legible and intelligible.
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Greaves contends that the stipulation was not enforceable under section 664.6, arguing that it was a preliminary document that provided for a future agreement covering material issues. We disagree. The fact that the stipulation envisaged a further agreement does not, by itself, render it unenforceable. A treatise explains: "Parties may enter preliminary written settlement agreements that specify that a complete agreement will be drafted in the future. Successful mediations often conclude with such writings. [Citations.] [Section] 664.6 applies to these agreements." (Younger and Bradley, Cal. Motions (2010-2011) Motion to Enforce Settlement, § 12:7, p. 419.) As the treatise notes, a preliminary agreement meeting the statutory requirements can be enforced under section 664.6 "in the event controversy arises in completing the final written agreement." (Ibid.; see Ames v. Paley (2001) 89 Cal.App.4th 668, 670-674 [trial court properly corrected error in section 664.6 judgment based on preliminary agreement].) That is the case here.

Greaves's reliance on Weddington Productions, supra, 60 Cal.App.4th 793, Terry v. Conlan (2005) 131 Cal.App.4th 1445 (Terry), Datatronic Systems Corp. v. Speron, Inc. (1986) 176 Cal.App.3d 1168 (Datatronic Systems), and Hines, supra, 167 Cal.App.4th 1174 is misplaced. In Weddington Productions, the parties' mediation resulted in a "'[d]eal [p]oint [m]emorandum'" that obliged them to finalize a licensing agreement regarding certain audiorecording rights, which were central to the parties' dispute, and also provided for the resolution of disputes before a private judge. (Weddington Productions, supra, at pp. 798-799.) Although the memorandum's terms evidenced the parties' belief that they had settled the underlying action for purposes of section 664.6, they were unable to agree on a licensing agreement following negotiations and proceedings before the private judge. (Weddington Productions, at pp. 801-807.) The trial court entered a judgment based on the deal point memorandum and a licensing agreement devised by the private judge without the consent of all the parties. (Id. at pp. 808-809.) In reversing the judgment, the appellant court stated that the record "graphically show[ed] that there was never any meeting of the minds, either subjectively or objectively," regarding what the parties meant by the term "'[l]icensing [a]greement.'" (Id. at p. 808.)

As explained above, the requisite meeting of the minds occurred here. The stipulation did not merely reflect the parties' belief that they had settled Greaves's action: its terms operated to give Greaves control over EBI's assets for an agreed upon price, thus obviating the need for a further agreement on this matter. Furthermore, the disputes following the stipulation's execution arose from incidental matters regarding the identification of EBI's assets, rather than from the absence of material terms. Accordingly, the trial court properly concluded that the term "long form agreement," as understood by the parties, did not encompass a contract containing novel material terms.

In Terry, the parties agreed to settle their actions by placing the property in dispute under independent management, but they failed to select a specific form of management or identify the proposed tax status of the underlying property. (Terry, supra, 131 Cal.App.4th at pp. 1450-1452.) The appellate court concluded that the trial court had erred in entering a section 664.6 judgment, reasoning that the parties had agreed to the settlement's goals "without agreeing to the means that were material to the settlement." (Terry, supra, at p. 1459.) Here, the stipulation omitted nothing material to the settlement.

The remaining cases involved defects in orders and judgments under section 664.6 that are not present here. In Datatronic Systems, the appellate court reversed a judgment because not all the parties had approved the settlement, as required in section 664.6 (Datatronic Systems, supra, 176 Cal.App.3d at pp. 1171-1175); in Hines, the appellate court reversed an order directing the entry of judgment under section 664.6 because the order omitted material terms of the parties' settlement agreement (167 Cal.App.4th at p. 1185). No such errors occurred here, as all the parties and their counsel executed the stipulation, which the judgment incorporates by reference.

Greaves also contends that the stipulation was unenforceable due to Guillen's breach of its terms. He maintains that her failure to execute a long form agreement in accordance with the "time is of the essence" provision relieved him of his obligation to perform under the stipulation. We reject this contention, as Greaves failed to show that he had discharged his obligation under the stipulation to prepare a suitable long form agreement for Guillen's execution.

Generally, in making factual determinations, the trial court may disregard even uncontroverted testimony that is reasonably regarded as not credible. (Beck Development Co. v. Southern Pacific Transportation Co. (1996) 44 Cal.App.4th 1160, 1204.) "[S]o long as the trier of fact does not act arbitrarily and has a rational ground for doing so, it may reject the testimony of a witness even though the witness is uncontradicted. [Citations.] Consequently, the testimony of a witness which has been rejected by the trier of fact cannot be credited on appeal unless, in view of the whole record, it is clear, positive, and of such a nature that it cannot rationally be disbelieved. [Citation]." (Ibid.)

Here, the stipulation obliged Greaves to prepare the long form agreement for the parties'execution. Liberatore's declaration asserted that Guillen never responded to the draft agreement he sent her, but no copy of the draft agreement was submitted to the trial court. As Greaves failed to show that the draft agreement merely added "customary language" to the stipulation without significantly modifying its terms, the trial court properly declined to credit Liberatore's declaration, even though Guillen offered no explanation for her failure to execute the agreement. Accordingly, Greaves did not show that Guillen breached the stipulation in a manner that extinguished his obligations under it. In sum, the trial court properly entered judgment under section 664.6.

DISPOSITION

The judgment is affirmed. Respondents are awarded their costs on appeal.

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

MANELLA, J. We concur: WILLHITE, Acting P. J. SUZUKAWA, J.


Summaries of

Greaves v. Guillen

COURT OF APPEAL OF THE STATE OF CALIFORNIA SECOND APPELLATE DISTRICT DIVISION FOUR
Sep 28, 2011
B224749 (Cal. Ct. App. Sep. 28, 2011)
Case details for

Greaves v. Guillen

Case Details

Full title:JOHN GREAVES, Plaintiff and Appellant, v. NANCY E. GUILLEN et al.…

Court:COURT OF APPEAL OF THE STATE OF CALIFORNIA SECOND APPELLATE DISTRICT DIVISION FOUR

Date published: Sep 28, 2011

Citations

B224749 (Cal. Ct. App. Sep. 28, 2011)