Opinion
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
APPEAL from a judgment and postjudgment order of the Superior Court of Los Angeles County No. NP011213, Joseph E. DiLoreto, Judge.
Copenbarger & Ross, Mark A. Ross and Suzan N. Tran for Plaintiff and Appellant.
Law Offices of Sharon Miller and Sharon Miller for Defendant and Respondent.
PERLUSS, P. J.
Milissa Ann Stansbury appeals from the judgment entered after the trial court granted a motion by Clyde L. Bronn pursuant to Code of Civil Procedure section 664.6 (section 664.6) to enforce a written settlement agreement, contending the court erred in finding an enforceable agreement. Stansbury also appeals from the court’s postjudgment order awarding Bronn costs and attorney fees incurred in enforcing the settlement agreement. We affirm the judgment. We reverse the postjudgment order to the extent it awards attorney fees, which are not authorized by the parties’ settlement agreement.
FACTUAL AND PROCEDURAL BACKGROUND
1. The Robert O. Stansbury Trust
On November 10, 1982 Melvin H. Stansbury and Bernice O. Stansbury (the Trustors) established the Robert O. Stansbury Trust (the Trust), an irrevocable trust for the benefit of their son, Robert O. Stansbury. Robert Stansbury was the sole trustee and initially the sole beneficiary of the Trust. At its inception the Trust was funded with approximately 300 shares of capital stock in Stansbury, Inc., a corporation primarily owned by the Trustors.
Stansbury contends the stock was valued at more than $1 million. Bronn asserts that, when considered with the liabilities of the corporation existing at the time the Trust was funded, the actual value of the stock was $369,543.13.
In August 1985 Robert Stansbury died in a plane crash. Pursuant to the Trust’s provisions his daughter, Milissa Stansbury, then five years old, became the sole beneficiary of the Trust. On November 3, 1986, after the successor trustee appointed by the Trustors refused to assume the duties of trustee to the Trust, Bronn was appointed by the Los Angeles Superior Court as successor trustee to the Trust.
2. Disputes Between Bronn and Stansbury
Displeased with Bronn’s performance as trustee, on April 15, 2005 Milissa Stansbury filed a petition to remove Bronn as trustee of the Trust, to require an accounting and to appoint a successor trustee. Bronn responded by filing his own petition for approval and settlement of a first accounting, determination of compensation and approval and resignation as trustee. Attached to his petition was an accounting for the period March 1987 through December 31, 2003. Bronn also sought trustee fees for the same period in the amount of $118,738.
Several discovery disputes between the parties ensued. At the trial court’s suggestion, the parties agreed to mediate their dispute. The mediation was continued several times based on Stansbury’s insistence she had not received sufficient documentation from Bronn to proceed.
3. The Mediation and Settlement
The mediation finally took place on June 23, 2006 and was attended by Stansbury and her counsel, Robert Garretson, and Bronn and his counsel, Sharon Miller. The all-day mediation session successfully concluded with a written settlement agreement, which was signed by Stansbury and Bronn and their respective counsel on June 23, 2006.
According to section I, paragraph 2 of the settlement agreement, Bronn and Stansbury “agree[d] as follows: [¶] a. Clyde Bronn to be paid $40,000 in trustee’s fees. [¶] b. Clyde Bronn to prepare and file a Petition To Approve [the] Settlement Agreement And Amended Final Accounting, Resignation Of Trustee, And Trustee’s Fees. The Amended Final Accounting shall be a consolidation of the accountings, explanations, and amendments thereto provided to Ms. Stansbury covering from the date of Mr. Bronn’s appointment as trustee through June 23, 2006 (‘Previous Accountings’).”
Section I, paragraph 3 of the settlement agreement provided, “The Amended Final Accounting is approved by Beneficiary, Milissa Stansbury, except to the extent it is inconsistent with the Previous Accountings identified above. Trustee’s attorney fees related to the preparation and filing of the final accounting shall not to [sic] be paid by the Trust or beneficiary.”
Section IV, paragraph 3 of the settlement agreement provided, “The Parties represent and declare in executing this Agreement that they rely solely on their own judgment, belief, and knowledge, and the advice and recommendation of their own independently selected counsel, concerning the terms and effect of the Agreement . . . .” In addition, the settlement agreement contained an integration clause and a provision that the agreement was subject to enforcement pursuant to section 664.6.
Section IV, paragraph 9, the integration clause, provided, “This Agreement constitutes the entire and final agreement between the Parties pertaining to the subject matter, and fully integrates and supersedes any and all prior understandings, representations, warranties, negotiations and agreements between the Parties . . . pertaining to the subject matter of this document.”
Section 664.6 provides, “If the 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. If requested by the parties, the court may retain jurisdiction over the parties to enforce the settlement until performance in full of the terms of the settlement.”
4. Motion To Enforce the Written Settlement Agreement
On July 7, 2006 Bronn filed a petition to approve the amended final accounting. Attached to the petition was a comprehensive consolidated accounting comprised of copies of all prior accountings he had submitted to Stansbury through the period June 23, 2006.
On August 29, 2006, after Stansbury had communicated her disapproval of the amended final accounting, Bronn filed a motion under section 664.6 to enforce the settlement agreement. Bronn also filed with the motion his declaration and a declaration by his counsel averring that the settlement agreement was achieved following an all-day mediation and agreed to by Stansbury after consultation with counsel.
On September 8, 2006 Stansbury filed a document entitled Objections to the Amended Final Accounting. In that document Stansbury argued a continuance of the hearing to approve the amended final accounting was necessary (1) to allow her to find and approve a successor trustee; (2) to allow her and her accountants to evaluate the accuracy of the amended final accounting; and (3) to allow her to retain new counsel following the deterioration of her relationship with her own counsel. She also challenged several parts of the amended final accounting claiming certain allocations were unsupported.
On August 17, 2006, just prior to the filing of Bronn’s section 664.6 motion to enforce the settlement agreement, Stansbury’s counsel, Robert Garretson, filed a motion to withdraw as counsel, citing as grounds for withdrawal continuing differences with his client over case strategy, settlement and payment of fees. The trial court ultimately granted Garretson’s withdrawal motion on November 17, 2006, after granting the motion to enforce the settlement agreement. Stansbury does not raise her dispute with her former counsel at the time of the hearing on the motion to enforce the judgment as an issue in this appeal.
In addition to her objections to the amended final accounting, Stansbury also filed an opposition to Bronn’s motion to enforce the settlement agreement. Her opposition memorandum consisted solely of a request to continue the hearing and an argument Bronn would not be prejudiced by a continuance. In her accompanying declaration, however, Stansbury asserted the settlement agreement contained several ambiguous terms. Primarily, she asserted the terms “amended final accounting” and “previous accountings” in the settlement agreement could be reasonably interpreted to require Bronn to submit additional source documentation that had not been provided to her previously, thus giving her the right to reject the accounting if she found the additional source documentation unsatisfactory. Stansbury also filed objections to the declarations by Bronn and his counsel, arguing that, but for the settlement agreement itself, all evidence of the parties’ statements and conduct during the mediation were inadmissible under the “mediation privilege” contained in Evidence Code sections 1119 through 1122.
On October 12, 2006 the court held a hearing to consider the motion to enforce the settlement agreement. At the hearing, although still represented by Garretson, Stansbury personally explained to the court she had interpreted the settlement agreement to require Bronn to submit a new accounting with source documentation for her approval and insisted Bronn’s submission of prior accountings did not satisfy the settlement agreement. At the very least, she argued, there was no “meeting of the minds” as to the terms of the settlement agreement, thus barring its enforcement.
The trial court rejected Stansbury’s arguments, overruled her evidentiary objections and granted Bronn’s motion to enforce the settlement agreement pursuant to section 664.6.
On December 22, 2006 the court approved the amended final accounting and, pursuant to its prior order granting the motion to enforce the settlement agreement, entered judgment in favor of Bronn in connection with his section 664.6 motion. The court also awarded Bronn $13,482.79 in attorney fees and $351.19 in costs incurred in enforcing the settlement agreement.
CONTENTIONS
Stansbury contends there was no “meeting of the minds” as to the meaning of the terms “amended final accounting” and “previous accountings” in the settlement agreement and, therefore, no enforceable agreement. She also asserts there is no statutory or contractual authorization for the court’s award of attorney fees and costs.
DISCUSSION
1. Governing Law and Standard of Review
Section 664.6 authorizes the trial court in a summary procedure to enter judgment pursuant to a stipulated settlement if the stipulation either is made orally before the court or is a “writing signed by the parties outside the presence of the court.” (In re Marriage of Assemi (1994) 7 Cal.4th 896, 905, 911 [§ 664.6 creates summary procedure to enforce settlement agreements when certain prerequisites satisfied]; see also Levy v. Superior Court (1995) 10 Cal.4th 578, 583; Harris v. Rudin, Richman & Appel (1999) 74 Cal.App.4th 299, 307.)
In the summary section 664.6 procedure to enforce a settlement agreement, ordinary principles of contract interpretation apply. (Weddington Products, Inc. v. Flick (1998) 60 Cal.App.4th 793, 797 (Weddington).) The trial court must give effect to the mutual intention of the parties as it existed at the time the contract was executed. (Civ. Code, § 1636.) The parties’ mutual intent is interpreted according to objective, rather than subjective, criteria. (Wolf v. Walt Disney Pictures & Television (2008) 162 Cal.App.4th 1107, 1126 (Wolf), Weddington, at p. 811; see also Civ. Code, §§ 1639 [“[w]hen a contract is reduced to writing, the intention of the parties is to be ascertained from the writing alone, if possible”], 1638 [the “language of a contract is to govern its interpretation”].)
The court generally may not consider extrinsic evidence to vary or contradict the clear and unambiguous terms of a written, integrated contract. (Code Civ. Proc., § 1856, subd. (a); Wolf, supra, 162 Cal.App.4th at p. 1126.) Although extrinsic evidence may be admissible when necessary to aid the court in resolving an ambiguity in the contract terms (see Pacific Gas & Electric Co v. G. W. Thomas Drayage & Rigging Co. (1968) 69 Cal.2d 33, 37; Wolf, at pp. 1127-1128), when, as here, the interpretation of a contract does not depend upon the credibility of conflicting extrinsic evidence, the question of contract interpretation is solely a legal question subject to de novo review. (City of Hope National Medical Center v. Genentech, Inc. (2008) 43 Cal.4th 375, 395 (City of Hope); Pacific Gas & Electric Co.,at p. 37; Wolf, at pp. 1126-1127; see also Weddington, supra, 60 Cal.App.4th at p. 815 [in § 664.6 motion to enforce written settlement agreement, absent conflict in extrinsic evidence, trial court’s legal interpretation reviewed de novo]; cf. In re Marriage of Assemi, supra, 7 Cal.4th at p. 911 [when extrinsic evidence reveals ambiguity in settlement agreement and interpretation of contract requires court to make credibility determinations concerning conflicting extrinsic evidence, trial court’s findings of fact reviewed for substantial evidence].)
2. The Trial Court Did Not Err in Finding an Enforceable Agreement
Stansbury contends there was no enforceable settlement agreement because there was no “meeting of the minds.” She argues it was her understanding of the terms “Amended Final Accounting” and “Previous Accountings” that the final amended accounting would include additional explanations and supporting documentation not previously provided to her. Although Bronn may have believed the settlement agreement only required him to prepare a consolidated accounting comprised of the materials he had previously provided, she understood that additional information and source documentation would be supplied and that she retained the right to disapprove the amended final accounting if she found the newly-provided explanations and source documentation inadequate. Accordingly, Stansbury asserts the parties never reached a mutual understanding of what the terms “Final Accounting” and “Previous Accountings” meant.
Whatever Stansbury’s unexpressed subjective interpretation of the settlement agreement may have been, it is irrelevant to the proper interpretation of the contract. (See Brant v. California Dairies, Inc. (1935) 4 Cal.2d 128, 133 [absent mistake or fraud, parties’ undisclosed intentions are immaterial; it is the “objective manifestations” of intent, as expressed in the contract language, that are controlling]; Cedars-Sinai Medical Center v. Shewry (2006) 137 Cal.App.4th 964, 980 [“‘“[i]t is the objective intent, as evidenced by the words of the contract, rather than the subjective intent of one of the parties, that controls interpretation”’”].)
The express language of the settlement agreement requires Bronn to “prepare and file” an “Amended Final Acccounting,” a term expressly defined in the agreement as “a consolidation of the accountings, explanations, and amendments thereto provided to Ms. Stansbury” from the period covering from the date of Bronn’s appointment as trustee through June 23, 2006. It further states, “The Amended Final Accounting is approved by Beneficiary Milissa Stansbury, except to the extent it is inconsistent with the Previous Accountings identified above.”
Significantly, Stansbury does not argue the Amended Final Accounting is inconsistent with prior accountings provided to her. To the contrary, her position is simply that, notwithstanding the express definition of the term “Amended Final Accounting” in the agreement, she believed the settlement agreement contemplated additional information would be provided that would allow her to evaluate and, based on that evaluation, approve or disprove the final amended accounting. Such an interpretation, however, effectively vitiates the expressly bargained-for provision in the settlement agreement by which Stansbury approved the amended final accounting to the extent it is consistent with the previous accountings provided. Stansbury’s interpretation of the agreement would leave approval of the final accounting subject to her unfettered discretion, thereby undermining the very purpose of the settlement and rendering her own obligation under the contract illusory. (See Civ. Code, § 1643 [“[a] contract must receive such an interpretation as will make it lawful, operative, definite, reasonable, and capable of being carried into effect, if it can be done without violating the intention of the parties”].) Whether lacking in mutuality of obligation or simply in common sense, such an interpretation is not supported by the express language of the agreement.
Weddington, supra, 60 Cal.App.4th 793, on which Stansbury relies, does not suggest a different result. Weddington involved a dispute over the ownership, licensing and use of entertainment industry sound effects. Following a mediation, the parties reached a tentative agreement on some items in dispute, as reflected in a one-page “deal memorandum,” but other items in contention, including the existence and breadth of a licensing agreement, were left to future negotiations about such material terms as permitted uses, grounds and procedures for termination, indemnity provisions and whether the license agreement would contain an arbitration clause. (Id. at pp. 815-816.) The Court of Appeal concluded there was no enforceable contract, citing the failure of the parties to reach “a meeting of the minds” on the licensing agreement that, by all accounts, was material to resolution of the dispute. (Id. at pp. 814-815, 819.)
If anything, Weddington, supra, 60 Cal.App.4th 793, reinforces our conclusion that an enforceable settlement agreement was reached in this case. In direct contrast to the “deal memorandum” at issue in Weddington, which omitted material terms, the settlement agreement in this case did not leave material terms to future negotiation. To the contrary, it expressly provided that Stansbury “approved” the final amending accounting to the extent it was consistent with the prior accountings provided to her. The only matter left for resolution was simply whether the final amended accounting was consistent with the prior accountings earlier provided, a point Stansbury does not dispute.
In sum, the settlement agreement is the product of the parties’ mutual assent; the trial court properly granted Bronn’s section 664.6 motion to enforce the agreement.
Stansbury also asserts the court erred in overruling her objections to the declarations of Bronn and his counsel on the ground they pertained to a confidential mediation and, therefore, were inadmissible. (Evid. Code, §§ 1119-1122; Simmons v. Ghaderi (2008) 44 Cal.4th 570, 586.) As explained, the interpretation of the settlement agreement does not depend on the credibility of conflicting extrinsic evidence. Because the evidence offered in the trial court does not impact our de novo review of the contract, we do not address the propriety of the court’s evidentiary rulings.
3. The Trial Court Erred in Awarding Bronn Attorney Fees Incurred in Enforcing the Settlement Agreement
Under the American rule, codified in Code of Civil Procedure section 1021, a prevailing litigant generally is not entitled to an award of attorney fees in the absence of express statutory or contractual provisions. (Trope v. Katz (1995) 11 Cal.4th 274, 278 [“California follows what is commonly referred to as the American rule, which provides that each party to a lawsuit must ordinarily pay his own attorney fees”]; Consumer Cause, Inc. v. Mrs. Gooch’s Natural Food Markets, Inc. (2005) 127 Cal.App.4th 387, 396.) Whether found in statute or in contract, the authorization for an attorney fee award must be explicit to satisfy the American rule. (Trope,at p. 278; see also Carr Business Enterprises, Inc. v. City of Chowchilla (2008) 166 Cal.App.4th 14, 23.)
Code of Civil Procedure section 1021 provides, “Except as attorney’s fees are specifically provided for by statute, the measure and mode of compensation of attorneys and counselors at law is left to the agreement, express or implied, of the parties; but parties to actions or proceedings are entitled to their costs, as hereinafter provided.”
The question whether a contract authorizes the recovery of attorney fees is one of contract interpretation. Absent conflicting admissible extrinsic evidence, the trial court’s interpretation of the contract is solely a legal question subject to de novo review. (Santisas v. Goodin (1998) 17 Cal.4th 599, 608.)
The trial court’s award to Bronn of $13,482.79 for attorney fees incurred to enforce the settlement agreement was apparently based on the court’s conclusion such fees are authorized by the parties’ agreement. However, although the settlement agreement authorizes either party to file a motion pursuant to section 664.6, it does not address the recovery of attorney fees incurred in connection with that motion. Generally, a contract’s silence on the right to recover attorney fees means no such fees may be awarded by the court. (See Carr Business Enterprises, Inc. v. City of Chowchilla, supra,166 Cal.App.4th at p. 23 [absent “express language [in the contract] authorizing recovery of fees in an action to enforce the contract,” each party is responsible for its own attorney fees].)
Bronn insists the authorization for such fees may be found in section IV, paragraph 14 of the settlement agreement, which allows the recovery of “fees and costs” “and any and all other sums” that “have been expendedin connection with the Action or this Agreement, except as provided for by this Agreement.” He also notes, although the settlement agreement expressly forecloses any recovery from the Trust for attorney fees incurred in filing the amended final accounting contemplated under the agreement, it does not expressly foreclose (or otherwise address) the recovery of attorney fees incurred in connection with enforcement of the Agreement. Bronn’s analysis, however, ignores one critical aspect of the Agreement: section IV, paragraph 14 authorizes the recovery of fees “that have been expended”; that provision, therefore, by its terms appears to relate solely to fees already incurred at the time the agreement was executed, not fees that may be required to pursue future litigation to enforce the agreement. Notably, the settlement agreement does not mention the term “prevailing party” at all, nor does it refer in any fashion to the recovery of fees needed to enforce the agreement or for any action or proceeding “arising under” the agreement. (See, e.g., Santisas v. Goodin, supra, 17 Cal.4th at p. 608 [attorney fee provision authorizing fees to prevailing party in any action “arising out of the execution of this agreement”].)
Section I, paragraph 3 of the settlement agreement provides, “Trustee’s attorneys fees related to the preparation and filing of the final accounting shall not be paid by the Trust or beneficiary.”
In short, the settlement agreement contains no clear and unambiguous language allowing the recovery of attorney fees by the prevailing party in an action to enforce the agreement. Absent such an explicit authorization in the contract, we must find, in accordance with the American rule, attorney fees are not recoverable in this case. (Cf. Otis Elevator Co. v. Toda Construction (1994) 27 Cal.App.4th 559, 564 [absent explicit language authorizing recovery of attorney fees to enforce contract, indemnity agreement authorizing attorney fees as element of damages does not encompass recovery of attorney fees incurred in actions to enforce contract]; Myers Building Industries, Ltd. v. Interface Technology, Inc. (1993) 13 Cal.App.4th 949, 970 [same].)
In her appellate brief Stansbury contends Bronn’s attorney fees were not recoverable under Probate Code section 15684 (trustee entitled to repayment from trust property for expenditures that benefit trust). Bronn did not seek attorney fees under Probate Code section 15684; the trial court did not authorize fees under that statute; and Bronn does not rely on it in this appeal. Accordingly, we do not consider whether attorney fees would be available to Bronn under Probate Code section 15684.
For the same reasons, Stansbury insists the trial court also erred in awarding Bronn $351.19 in costs. The absence of express contractual authority for the recovery of costs, however, is of no consequence. Absent an express waiver of those costs in the settlement agreement (see Code Civ. Proc., § 1032, subd. (c) [“[n]othing in this section shall prohibit parties from stipulating to alternative procedures for awarding costs”]), the trial court did not err in awarding costs to Bronn as the prevailing party in the section 664.6 proceeding. (See Code Civ. Proc., § 1032, subd. (b) [“[e]xcept as otherwise expressly provided by statute, a prevailing party is entitled as a matter of right to recover costs in any action or proceeding”]; Folsom v. Butte County Assn. of Governments (1982) 32 Cal.3d 668, 679 [“absent affirmative agreement of the parties to the contrary, the trial court retains jurisdiction after the filing of a compromise agreement to entertain a cost bill”].)
DISPOSITION
The judgment is affirmed. The postjudgment order is reversed to the extent it awards Bronn $13,482.79 in attorney fees. In all other respects, the postjudgment order is affirmed. Each party is to bear his or her own costs on appeal.
We concur: ZELON, J. JACKSON, J.