On 12/13/2017 CITY OF WALNUT filed an Other - Writ Of Mandamus lawsuit against MOUNT SAN ANTONIO COMMUNITY COLLEGE DISTRI. This case was filed in Los Angeles County Superior Courts, Stanley Mosk Courthouse located in Los Angeles, California. The Judges overseeing this case are JAMES C. CHALFANT and DEBRE K. WEINTRAUB. The case status is Pending - Other Pending.
Pending - Other Pending
Los Angeles County Superior Courts
Stanley Mosk Courthouse
Los Angeles, California
JAMES C. CHALFANT
DEBRE K. WEINTRAUB
WALNUT CITY OF
BOARD OF TRUSTEES OF THE MOUT SAN ANTONIO
MOUNT SAN ANTONIO COMMUNITY COLLEGE
DOES 1 TO 10
BORREGO SOLAR SYSTEMS INC
DOES 11 TO 20
LEIBOLD BARBAR Z.
ABSHER SEAN B.
3/21/2018: TRIAL SETTING CONFERENCE STATEMENT
3/23/2018: Minute Order
4/23/2018: NOTICE OF SETTLEMENT OF ENTIRE CASE
7/23/2018: STIPULATION BETWEEN MT. SAN ANTONIO COMMUNITY COLLEGE DISTRICT AND CITY OF WALNUT FOR CONTINUANCE OF HEARING ON ORDER TO SHOW CAUSE RE DISMISSAL
9/28/2018: Minute Order
9/28/2018: STIPULATION BETWEEN MT. SAN ANTONIO COMMUNITY COLLEGE DISTRICT AND CITY OF WALNUT FOR CONTINUANCE OF HEARING ON ORDER TO SHOW CAUSE RE DISMISSAL
11/7/2018: Notice of Case Reassignment and Order for Plaintiff to Give Notice
2/13/2019: Minute Order
2/13/2019: Stipulation and Order
4/19/2019: Minute Order
1/5/2018: NOTICE OF COURT ORDERS RE ASSIGNMENT OF "CEQA" CASE AND TRIAL SETTING CONFERENCE AND ATTACHED ORDERS THEREON
12/20/2017: Minute Order
12/21/2017: Minute Order
12/26/2017: NOTICE OF TRIAL SETTING CONFERENCE & ATTACHED ORDERS THEREON
12/13/2017: VERIFIED PETITION FOR WRIT OF MANDATE
12/13/2017: NOTICE OF PETITIONER'S CONSIDERATION OF AN ELECTION TO PREPARE THE RECORD OF PROCEEDINGS
at 09:30 AM in Department 86; Hearing - Other (OSC RE Dismissal) - Held - ContinuedRead MoreRead Less
Minute Order ( (Hearing - Other : OSC RE Dismissal)); Filed by ClerkRead MoreRead Less
Declaration ( in Response to Order to Show Cause); Filed by MOUNT SAN ANTONIO COMMUNITY COLLEGE (Defendant); BOARD OF TRUSTEES OF THE MOUT SAN ANTONIO (Defendant)Read MoreRead Less
at 09:30 AM in Department 86; (OSC RE Dismissal) - Not Held - Continued - StipulationRead MoreRead Less
Minute Order ( (Legacy Event Type : OSC RE Dismissal)); Filed by ClerkRead MoreRead Less
Stipulation and Order (STIPULATION BETWEEN MT. SAN ANTONIO COMMUNITY COLLEGE DISTRICT AND CITY OF WALNUT FOR CONTINUANCE OF HEARING ON ORDER TO SHOW CAUSE RE DISMISSAL); Filed by MOUNT SAN ANTONIO COMMUNITY COLLEGE (Defendant); BOARD OF TRUSTEES OF THE MOUT SAN ANTONIO (Defendant)Read MoreRead Less
at 09:30 AM in Department 86; (OSC RE Dismissal) - Not Held - Continued - StipulationRead MoreRead Less
Notice (of Entry of Order Granting Continuance of Hearing on Order to Show Cause re Dismissal); Filed by MOUNT SAN ANTONIO COMMUNITY COLLEGE (Defendant); BOARD OF TRUSTEES OF THE MOUT SAN ANTONIO (Defendant)Read MoreRead Less
Stipulation and Order (for Continuance of Hearing on Order to Show Cause re Dismissal); Filed by MOUNT SAN ANTONIO COMMUNITY COLLEGE (Defendant); BOARD OF TRUSTEES OF THE MOUT SAN ANTONIO (Defendant)Read MoreRead Less
Notice (of Court Order re assignment of case); Filed by WALNUT, CITY OF (Plaintiff)Read MoreRead Less
Notice of Trial Setting Conference and Attached Orders Thereon; Filed by ClerkRead MoreRead Less
at 00:00 AM in Department 1; Court Order (Court Order; Case is reassigned) -Read MoreRead Less
Minute order entered: 2017-12-21 00:00:00; Filed by ClerkRead MoreRead Less
Minute OrderRead MoreRead Less
at 1:30 PM in Department 85; Court Order - HeldRead MoreRead Less
Minute order entered: 2017-12-20 00:00:00; Filed by ClerkRead MoreRead Less
Minute OrderRead MoreRead Less
Petition; Filed by nullRead MoreRead Less
VERIFIED PETITION FOR WRIT OF MANDATERead MoreRead Less
NOTICE OF PETITIONER'S CONSIDERATION OF AN ELECTION TO PREPARE THE RECORD OF PROCEEDINGSRead MoreRead Less
Case Number: BS171818 Hearing Date: December 18, 2019 Dept: 86
Petitioner, City of Walnut, moves to enforce the parties’ Memorandum of Agreement (MOA) pursuant to Code of Civil Procedure section 664.6 (Section 664.6). Respondents, Mount San Antonio Community College District and Board of Trustees of the Mount San Antonio Community College District, oppose the motion.
Respondents also move to dismiss Petitioner’s writ petition on the grounds the matter is moot as Respondents have abandoned the underlying project. The City opposes the motion.
Respondents’ request for judicial notice is granted.
Respondents’ evidentiary objection rulings: All objections are overruled except objections 7 through 10, 13 and 14 which are sustained.
Motion to Enforce
“Code of Civil Procedure section 664.6 provides a summary procedure to enforce a settlement agreement by entering judgment pursuant to the terms of the settlement. [Citation.]” (Hines v. Lukes (2008) 167 Cal.App.4th 1174, 1182.)
“ ‘ “[T]he statutory procedure for enforcing settlement agreements under section 664.6 is not exclusive. It is merely an expeditious, valid alternative statutorily created. [Citation.] Settlement agreements may also be enforced by motion for summary judgment, by a separate suit in equity or by amendment of the pleadings to raise the settlement as an affirmative defense.” [Citations.]’ [Citation.]” (In re Marriage of Woolsey (2013) 220 Cal.App.4th 881, 898.)
The City moves to enforce the parties’ MOA pursuant to Section 664.6.
As an initial matter, there is no dispute that after the City initiated this litigation the parties signed a writing, the MOA, with an aim toward settling the case. The MOA reflects the parties agreed to certain terms “in principal . . . .” (Liebold Decl., Ex. E.) The issue before the court is whether the parties are bound by the MOA. The City asserts the parties entered into the agreement to settle their pending litigation and the MOA is binding. The City also contends Respondents did not renege on key provisions of the MOA until after the City performed under it and Respondents obtained the benefit of their bargain.
It is undisputed that the governing bodies of the City and Respondents at closed sessions approved the City and Respondents entering into the MOA.
The four-page MOA contains five sections, each of which purports to resolve a specific dispute between the parties, e.g., “Parking Structure,” “West Parcel,” “Stadium (PEP) Project,” “Future Projects,” and “Miscellaneous.” (Liebold Decl., Ex. E.) The concluding paragraph of the MOA in the “Miscellaneous” section provides:
“The above terms are agreed to in principal and subject to approval of a formal and comprehensive written settlement agreement approved by the governing bodies of [Respondents] and the City at a duly noticed meeting.” (Liebold Decl., Ex. E.)
Respondents oppose the City’s motion arguing the MOA is not enforceable because the parties never executed the contemplated “formal and comprehensive written settlement agreement.” Respondents contend the MOA is unenforceable relying on Weddington Productions, Inc. v. Flick (1998) 60 Cal.App.4th 793 for support.
In Weddington, the parties participated in a mediation that resulted in a one-page deal point memorandum; the memorandum contemplated “the parties would ‘formalize’ additional material terms later.” (Id. at 796 [emphasis added].) The memorandum “anticipat[ed] possible dispute over these additional terms” and “the parties agreed to ‘reserve jurisdiction’ in the mediator ‘to resolve any dispute’ over the ‘documentation’ of their settlement and to ‘administer any process, including fact-finding, for a full implementation of the settlement.’ ” (Ibid.) Ultimately, the parties were unable to “ ‘formalize’ the additional terms [and] numerous disputes became apparent.” (Ibid.) On a motion of one of the parties, the mediator signed a 33-page order enforcing the one-page settlement agreement; the order “purported to impose upon [one of the parties] numerous material terms to which [they] had never agreed.” (Id. at 797.) The trial court then issued a 35-page judgment pursuant to a Section 664.6 motion. (Ibid.)
The Court of Appeal reversed the trial court’s judgment. The Court of Appeal concluded judgment could not be granted under Section 664.6 because the parties had never agreed upon the material terms needed for an enforceable license agreement. (Id. at 815–816.)
The court is not persuaded Weddington supports Respondents’ position here as the facts are distinguishable. In Weddington, the parties’ deal memorandum did not address terms for a licensing agreement, an issue “centrally material to both sides.” (Id. at 799.) The Court of Appeal explained “[a]greement on the material terms of the Licensing Agreement was hence essential to contract formation . . ..” (Id. at 800.)
As noted by the City, Respondents have not identified a single material term not agreed to by the parties in their MOA. Unlike in Weddington where the parties could not reach agreement on the licensing terms—that is, material terms—Respondents merely contend the failure to enter into the long-form settlement agreement as well as the restrictive covenant and stipulated judgment is fatal to the enforceability of the MOA. The parties, however, appear to have had a meeting of the minds on all material terms of their settlement. In fact, the evidence suggests Respondents merely changed their minds well after entering into the MOA after the City had performed many of its obligations under the MOA.
“ ‘ “Whether a writing constitutes a final agreement or merely an agreement to make an agreement depends primarily upon the intention of the parties. In the absence of ambiguity this must be determined by a construction of the instrument taken as a whole.’ “ [Citation.] ‘The objective intent as evidenced by the words of the instrument, not the parties' subjective intent, governs our interpretation.’ [Citation.] [¶] Where the writing at issue shows ‘no more than an intent to further reduce the informal writing to a more formal one’ the failure to follow it with a more formal writing does not negate the existence of the prior contract. [Citation.]” (Harris v. Rudin, Richman & Appel (1999) 74 Cal.App.4th 299, 307 [emphasis added].)
Here, the MOA is couched in language of agreement between the parties setting forth concrete actions and measures the parties “agree[d]” to do and “will” do. (Leibold Decl., Ex. E.) The MOA also states that the “Memorandum of Agreement shall be memorialized in a full settlement and mutual release agreement that shall include a stipulated judgment to be filed in pending litigation. The written settlement agreement shall contain a provision for judicial enforcement pursuant to CCP 664.6 along a clause for prevailing party attorneys’ fee.” (Leibold Decl., Ex. E, p. 4.) This language suggests that the MOA contains all the material terms between the parties with nothing further left to agreement.
By its plain language, the MOA establishes the parties intended the MOA to memorialize their final agreement and to be bound by it, irrespective of their intent to prepare a more formal version of the settlement through a long-form agreement. Respondents cannot avoid the binding settlement it entered into simply by having failed to execute the long-form agreement that conformed to the terms of the executed MOA. (See Elyaoudayan v. Hoffman (2003) 104 Cal.App.4th 1421, 1431.)
Respondents also contend the MOA is not an enforceable, final settlement agreement because no enforceable and executed, separate restrictive covenant agreement exists. As noted above, Respondents do not identify any material term the parties did not include in the MOA that would have been included in the anticipated, separate restrictive covenant agreement.
Furthermore, the MOA lays out the terms required for the restrictive covenant, which the parities did agree to and executed. (Leibold Decl., Ex. E, Section II, subd. (1).) The restrictive covenant “prohibits the use of the West Parcel to construct, build or install ground-mount solar panels or other stand-alone energy project with impacts similar to a ground-mount solar farm.” (Ibid.) Given the MOA’s restrictive covenant provision, the court need not impermissibly create material terms for the parties on this subject because the material terms are contained within the MOA and need only be enforced.
Further, the City argues that the court may considered extrinsic evidence to determine that the restrictive covenant provided for in the MOA must be “perpetual.”
Under Section 664.6, the court may consider evidence beyond the writing in order to resolve a motion under Section 664.6, but may do so “only to determine what settlement terms the parties previously agreed upon.” (Gauss v. GAF Corp. (2002) 103 Cal.App.4th 1110, 1123.)
Under the terms of Section II of the MOA, Respondents agreed to “record a restrictive covenant against the West Parcel that prohibits the use of the West Parcel” for “ground mount solar panels” or similar projects. The City argues that while no specific time period is mentioned in the MOA, the mutual understanding and intent of the parties was that the prohibition was to be permanent and the covenant was perpetual.
In support of this point, the City submits evidence that Respondents’ attorney understood prior to the parties’ execution of the MOA that making the restrictive covenant on the West Parcel perpetual was a “must have” requirement for Petitioner in order to settle the matter; after the City and Respondent discussed the perpetuity issue, Respondent submitted an amended settlement memorandum to include this provision. (Leibold Decl., ¶¶ 6-10.) The evidence is clear Respondents understood at the time they entered into the MOA the restrictive covenant on the West Parcel would be permanent even though the term is not expressly contained within the MOA.
Notably, the opposition does not dispute otherwise.
The remaining terms that were to be included in the subsequent long form settlement agreement (and which were not expressly contained in the MOA) is a Section 664.6 enforceability provision and an attorneys’ fee provision. (Opposition 15:11-13.) Neither provision appears material to resolving the parties’ dispute and thus does not inform on the enforceability of the MOA.
Thus, the MOA is sufficiently certain as to the material terms to allow enforcement. The motion to enforce the MOA pursuant to Code of Civil Section 664.6 is granted.
Motion to Dismiss
Based on the court granting the Section 664.6 motion, the motion to dismiss is denied as moot.
Based on the foregoing reason, Petitioner’s motion to enforce the settlement agreement pursuant to Section 664.6 is granted. Respondents’ motion to dismiss is denied as moot.
 As he court has determined that the MOA is an enforceable settlement agreement containing all material terms, the court need not address Petitioner’s argument that Respondents are estopped from denying the enforcement of the MOA as a result of Petitioner’s performance under the terms of the MOA.
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