Opinion
NOT TO BE PUBLISHED IN OFFICIAL REPORTS
APPEAL from a judgment of the Superior Court of San Diego County No. GIC804544, Richard E.L. Strauss, Judge.
O'ROURKE, J.
Defendant International Thunderbird Gaming Corporation (Thunderbird) appeals from a judgment in favor of Michael Brannon following a bench trial on Brannon's complaint for breach of contract and common counts. Thunderbird and Brannon had entered into an agreement providing that Brannon would relinquish his interest in an investment project and related company and as consideration would receive monetary payments that were to be made by an entity identified in the release as Juegos de Mexico BVI. Finding the agreement to be ambiguous and construing it as placing the payment obligation on Thunderbird, the court awarded Brannon damages in the principal sum of $350,000 plus prejudgment interest and costs. Thunderbird contends: (1) the judgment contradicts and violates the express terms of the parties' fully-integrated written agreement; (2) the court abused its discretion in admitting parol evidence on the agreement's meaning; and (3) assuming the court did not commit evidentiary error, the judgment is not supported by substantial evidence. We affirm the judgment.
FACTUAL AND PROCEDURAL BACKGROUND
Brannon was the owner of a company known as Entertainmens de Mexico S.A. (Entertainmens) and an investor in a "skill gaming site" in Matamoros, Mexico. Thunderbird, a Canadian company, is a holding company to several subsidiary and affiliate operations. It owns 100 percent of International Thunderbird BVI (a British Virgin Islands company), which in turn has a 50 percent ownership interest in Juegos de Mexico BVI (Juegos).
Brannon testified that skill games are machines that are similar in look to slot machines.
In or about August 2002, Thunderbird and "its affiliates and subsidiaries" entered into an agreement with Brannon entitled "Release" (the agreement). The agreement recites that Brannon acknowledges investing funds and time in the "Mexico Skill Game" project (the Project); acknowledges that his participation in the project was through a funding of Entertainmens; and "wishes to terminate involvement in the Project and release any and all interest, whether legal or equitable, in the Project and in [Entertainmens]." Brannon further acknowledged he was bound to keep certain information related to the project confidential and agreed not to compete with Thunderbird in Mexico for two years. The agreement provides Brannon was "giving this release to [Entertainmens] in consideration for the payment described herein."
The agreement attached to Brannon's complaint is unsigned, however the parties conceded in discovery and stipulated in their trial briefs that Brannon, on behalf of Brannon and Associates, and Jack Mitchell, Thunderbird's president and chief executive officer, executed the document.
The payments were described in a "Release and Consideration" section of the agreement (the payment provision): "In consideration for the payment of $450,000 to be paid as follows: $225,000 to be paid within 5 days following the opening of the Skill Game Facility in Matamoros, Mexico and the balance of $225,000 to be paid in 5 equal monthly installments of $45,000 beginning 30 days after the opening of the Matamoros Skill Game Operation, which payments shall be made by Juagos [sic] De Mexico BVI, Brannon releases all interest in the Mexico Skill game [sic] Project and in [Entertainmens], its parents, subsidiaries, and affiliated organizations, if any, and their respective past, present and future directors, officers, partners, members, owners, managers, agents, attorneys, franchisees, and employees from any and all claims, liabilities, demands, and causes of action of any nature or type whatsoever which Brannon or any of Brannon's heirs or personal representatives may have, either now or at any time before now, against [Entertainmens] based on any action, inaction, fact, occurrence, cause, or matter whatsoever, including but not limited to: any judicial, quasi-judicial, or administrative action relating to our investment." The agreement contains an integration clause.
In full, that clause reads: "Entire Agreement and Amendments. This Agreement contains the entire agreement of the parties on the subject matters contained herein, and neither party is relying on any statements, representations or promises not contained in this document. All prior Agreements are hereby expressly terminated and rescinded. Each of the parties understands that in the event of any subsequent litigation, controversy or dispute concerning any of the terms, conditions or provisions of this Agreement, no party shall be permitted to offer or to introduce any oral agreements between the parties relating to the subject matters of this Agreement not included or referred to herein and not reflected by a writing. Additionally, this document shall be deemed to be drafted by both parties and shall not be construed against any party by virtue of such draftsmanship. This Agreement represents the entire understanding between the parties and cannot be changed or amended, except by a written Agreement, signed by both parties and attached to this Agreement. No amendment, modification or supplement to this Agreement shall be binding on any of the parties unless it is in writing and signed by the parties in interest at the time of the modification."
In February 2001, Thunderbird wire transferred $100,000 to Brannon in partial payment under the agreement. Thereafter, Brannon communicated by e-mail with Thunderbird's vice president and in-house general counsel, Albert Atallah, about the remaining balance. Atallah advised him of negative developments in Mexico, stating "I do not know when we will be able to make another payment to you." When Brannon's business partner followed up a couple of months later, Atallah informed him they were shut down by the government in two of their three sites and incurring substantial attorney fees to reopen.
The payment appears to have been made from a business account of Thunderbird-Greeley, Inc. Thunderbird-Greeley, Inc. is a Colorado corporation authorized to do business in California, and the employer of Thunderbird's general counsel, Albert Atallah. Thunderbird does not dispute that the partial payment was made on its behalf. However at trial, its counsel argued the partial satisfaction was neither an admission nor did it obligate Thunderbird on the contract. Thunderbird does not repeat these arguments on appeal.
In January 2003, Brannon sued Thunderbird, Juegos (named as Juegos de Mexico, Inc.) and "Entertainmens de Mexico – Matamoros" for breach of the agreement and common counts. He alleged defendants were obligated to pay him $450,000 to purchase his interest in the "Matamoros Operation" and that they paid $100,000, but defendants breached the agreement by failing to pay the $350,000 balance.
The matter proceeded to a bench trial. In his trial brief, Brannon asserted the agreement was clear and unambiguous and that all condition precedents had occurred, requiring Thunderbird to pay the balance of the money owed. Conceding Brannon was entitled to a judgment against Juegos, Thunderbird maintained that under the unambiguous terms of the payment provision, only Juegos, and no other entity or individual, was obligated to pay Brannon. Thunderbird argued the agreement could not be enforced against it because it never promised to pay Brannon nor guaranteed any payment in the agreement. Thunderbird further argued that the $100,000 payment by Thunderbird-Greeley, Inc. on behalf of Entertainmens, entities that were not named as defendants, could not establish an account stated between Brannon and any of those entities or defendants.
Trial on the matter consisted of testimony from Brannon and Atallah, with substantial interspersed argument from counsel. Brannon testified that he spoke with Jack Mitchell, who represented himself to be Thunderbird's president and chief executive officer, once or twice about the agreement and they eventually met at Mitchell's office to finalize it. Brannon had the "final say" in accepting its terms. During those discussions and as of the time he signed the agreement, Brannon had never heard of Juegos, nor did he know Juegos was Thunderbird's affiliate or subsidiary. Although Brannon acknowledged the payment provision contained language identifying Juegos as the payor, he understood he was negotiating with Thunderbird and when presented with the agreement, Brannon never asked for any clarification about the payment provision. Brannon testified that when he read the contract, there was no ambiguity in his mind that Thunderbird was the obligor: the entity that owed him the money. He conceded the written document constituted the entire agreement between the parties.
Atallah testified that he prepared the agreement. Though he did not recall being present during the meetings between Brannon and Mitchell, Atallah believed the intent of the agreement was to have Thunderbird and its affiliates acquire Brannon's interest; specifically, that Juegos would "step[] into the shoes of Brannon" and Brannon would release any and all interest in his company Entertainmens. According to Atallah, his intent was that only Juegos was obligated to make payments under the agreement; had he intended to impose a payment obligation on Thunderbird, he would have drafted the payment provision to state that Thunderbird was obligated to make the payment. Atallah testified that after the agreement's execution, Entertainmens was owned by Juegos and other third party investors.
Observing the agreement was "not a clear document," the court found it contained nothing to indicate Juegos was an affiliate or subsidiary of Thunderbird, and that all of its benefits ran to Thunderbird. It considered the document akin to a purchase agreement, i.e., a buyout of Brannon's interest in Entertainmens, written on Thunderbird's behalf, and not limited to Juegos. The court stated, "Now for the first time, this morning I found out what was intended here was a buyout of Mr. Brannon's interest and his partner's – he used the word 'partner.' I don't know if it was a partnership, or whatever it was. Anyway, Mr. Brannon's and his partner's interest in total in this entity, a Mexican corporation. But we don't have any of the niceties of the usual corporate buyout type of language. At first, I thought, this is a purchase agreement, not really a release. You can call it anything you want to, but it's a purchase agreement. That's what was going on here. I'm still bothered by what's meant by that language relating to 'our investment.' I mean, that's obviously, from the way I've read it anyway, written on behalf of [Thunderbird]. It certainly isn't limited to Juegos de Mexico. The only way I can construe this thing, when you look at it all the way through, is this is Thunderbird's obligation." The court thereafter entered judgment in Brannon's favor in the amount of $546,099.31, consisting of the principal amount of $350,000, $1,250 in costs and $194,849.31 in interest. Thunderbird filed the present appeal.
DISCUSSION
I. Standards of Appellate Review
We apply established appellate standards of review for this judgment following a bench trial. We begin with the settled principle that the interpretation of a contract generally presents a question of law for this court to determine anew unless the interpretation turns on the credibility of conflicting extrinsic evidence. (Hess v. Ford Motor Co. (2002) 27 Cal.4th 516, 527; Parsons v. Bristol Development Co. (1965) 62 Cal.2d 861, 865; ASP Properties Group, L.P. v. Fard, Inc. (2005) 133 Cal.App.4th 1257, 1266 (ASP Properties); City of El Cajon v. El Cajon Police Officers' Assn. (1996) 49 Cal.App.4th 64, 70-71.) When a contract is reasonably susceptible to different interpretations based upon conflicting extrinsic evidence requiring the resolution of credibility issues, its interpretation evolves into a question of fact to which the reviewing court applies the substantial evidence standard of review. (ASP Properties, at pp. 1266-1267.) Where the evidence is undisputed and the parties draw conflicting inferences, the reviewing court will independently draw inferences and interpret the contract. (Id. at p. 1267; City of El Cajon, at p. 71; Parsons v. Bristol Development Co., 62 Cal.2d at pp. 865-866, fn. 2.) As more fully explained below, the court endeavors to effectuate the mutual intentions of the parties as it existed at the time of contracting insofar as it is ascertainable and lawful. (Civ. Code, § 1636; City of El Cajon, at p. 71.)
II. The Trial Court Correctly Concluded The Agreement is Ambiguous and Thus Properly Admitted Extrinsic Evidence to Aid Its Interpretation
Relying on the parol evidence rule and Code of Civil Procedure sections 1858 and 1859, Thunderbird contends the court erred as a matter of law and failed to apply correct principles of contract law in its ruling. In particular, Thunderbird argues "[t]he undisputed facts are that there was a fully integrated, unambiguous agreement signed by the parties providing that no party other than Juegos was obligated to pay the plaintiff," and that the trial court's judgment ignored the parties' true intent: that "Brannon would and could look only to Juegos for payment." Thunderbird further contends that, in view of the agreement's unambiguous language and its integration clause, the court abused its discretion in admitting parol evidence "contrary to the terms of the written agreement."
"In the construction of a[n] . . . instrument, the office of the Judge is simply to ascertain and declare what is in terms or in substance contained therein, not to insert what has been omitted, or to omit what has been inserted; and where there are several provisions or particulars, such a construction is, if possible, to be adopted as will give effect to all." (Code Civ. Proc., § 1858.) ". . . [I]n the construction of the instrument the intention of the parties is to be pursued, if possible; and when a general and particular provision are inconsistent, the latter is paramount to the former. So a particular intent will control a general one that is inconsistent with it." (Code Civ. Proc., § 1859.)
Brannon replies that Thunderbird improperly isolates one phrase of the contract as an expression of unambiguous intent, an approach that has been rejected by courts as contrary to settled rules of contract interpretation. Brannon further asserts that Thunderbird fundamentally misunderstands the parol evidence rule; that when read as a whole the contract is at least ambiguous with respect to whether the parties intended that Juegos be the sole payor or that Thunderbird be not obligated to pay. Brannon maintains that, in view of the ambiguity, the court was obligated to admit extrinsic evidence of the circumstances surrounding the agreement's making, as well as the parties' later conduct, to aid in its interpretation of the agreement.
Brannon's arguments have merit. We begin with the trial court's threshold determination of ambiguity, a question of law that this court reviews de novo. (ASP Properties, supra, 133 Cal.App.4th at p. 1267; Winet v. Price (1992) 4 Cal.App.4th 1159, 1165.) As "numerous cases" have explained (Wagner v. Columbia Pictures Industries, Inc. (2007) 146 Cal.App.4th 586, 589-590), to resolve disagreements over the meaning of contract language, the court first " 'provisionally receives (without actually admitting) all credible evidence concerning the parties' intentions to determine "ambiguity," i.e., whether the language is "reasonably susceptible" to the interpretation urged by a party. If in light of the extrinsic evidence the court decides the language is "reasonably susceptible" to the interpretation urged, the extrinsic evidence is then admitted to aid in the second step – interpreting the contract.' " (ASP Properties, 133 Cal.App.4th at p. 1267, quoting Winet, 4 Cal.App.4th at p. 1165; accord, Wolf v. Superior Court (2004) 114 Cal.App.4th 1343, 1351; Wagner, 146 Cal.App.4th at p. 590.) "[I]t is reversible error for a trial court to refuse to consider such extrinsic evidence on the basis of the trial court's own conclusion that the language of the contract appears to be clear and unambiguous on its face. Even if a contract appears unambiguous on its face, a latent ambiguity may be exposed by extrinsic evidence which reveals more than one possible meaning to which the language of the contract is yet reasonably susceptible." (Morey v. Vannucci (1998) 64 Cal.App.4th 904, 912.) Parol evidence is thus admissible to resolve ambiguities even in a fully integrated written contract, though not to contradict or add to its terms. (Code Civ. Proc., § 1856, subd. (g); Esbensen v. Userware Internat., Inc. (1992) 11 Cal.App.4th 631, 636-637; 2 Witkin, California Evidence (4th ed. 2000) §§ 74-75, pp. 192-195.)
On our independent review (ASP Properties, 133 Cal.App.4th at p. 1267), we conclude that in view of the both the agreement as a whole and the trial testimony, the payment provision is reasonably susceptible to the interpretation urged by Brannon. Our conclusion is based on both patent and latent ambiguity in the agreement. "An ambiguity can be patent, arising from the face of the writing, or latent, based on extrinsic evidence." (Solis v. Kirkwood Resort Co. (2001) 94 Cal.App.4th 354, 360.) With regard to latent ambiguity, the California Supreme Court recently explained: "the 'meaning of language is to be found in its applications. An indeterminacy in the application of language signals its vagueness or ambiguity. An ambiguity arises when language is reasonably susceptible of more than one application to material facts. . . . [¶] . . . Accordingly, '[e]ven if a contract appears unambiguous on its face, a latent ambiguity may be exposed by extrinsic evidence which reveals more than one possible meaning to which the language of the contract is yet reasonably susceptible.' " (Dore v. Arnold Worldwide, Inc. (2006) 39 Cal.4th 384, 391.)
The face of the agreement reveals ambiguity. Thunderbird and Brannon are its sole signatories; Mitchell signed the agreement solely as the Thunderbird's president and chief executive officer. All notices are to be provided to Thunderbird and, as the trial court observed, all of the agreement's benefits run to it and "its affiliates and subsidiaries," not expressly to Juegos. Indeed, Juegos is not identified in the agreement as either an affiliate or subsidiary of Thunderbird, and on its face, Juegos is not a party to the agreement. To the contrary, the agreement can be read to refer to obligations on behalf of Brannon and Thunderbird only: it provides, "Each person signing this Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute and deliver this Agreement. Each party further represents and warrants to the other parties that the execution and delivery of the Agreement and the performance of such parties [sic] obligations have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable according to its terms." (Italics added.) The agreement imposes a noncompete obligation upon Brannon – he "shall not compete (directly or indirectly) with Thunderbird for a period of two years beginning August 1, 2000[,] and continuing through July 31, 2002[,] in the country of Mexico" that plainly benefits Thunderbird and no other entity. These provisions, viewed in light of the payment provision indicating payments are to be made by Juegos, create an ambiguous document with respect to the consideration obligation.
Thunderbird points out that Brannon admitted in discovery responses that the agreement was not ambiguous, but it makes no reasoned or supported argument that Brannon forfeited this argument as a result. The trial court was entitled to rule as a matter of law that the agreement was ambiguous, a decision with which we agree.
Further ambiguity is created by the payment provision itself. That provision does not refer to obligations, it identifies only a payor – an entity that on the face of the agreement is not a party or signatory. Thus, the phrase, ". . . which payments shall be made by [Juegos] . . ." can be reasonably interpreted as designating the manner of payment, as from a particular bank account. Stated another way, in the context of the entire agreement, the language can be construed to mean that Juegos was merely the payor of Thunderbird's $450,000 obligation, a conduit through which Thunderbird would meet its legal obligation for the consideration specified in the agreement.
Even assuming the payment provision's language could be considered clear and unambiguous, the competent extrinsic evidence presented at trial of the circumstances surrounding the agreement's execution reveals latent ambiguity, supporting our conclusion that the language is "fairly susceptible to either one of the two interpretations contended for . . . .' " (Pacific Gas & E. Co. v. G.W. Thomas Drayage etc. Co. (1968) 69 Cal.2d 33, 40.) The record shows Brannon, who had never heard of Juegos at the time he signed the agreement, negotiated the agreement with Mitchell, who represented himself as acting on Thunderbird's behalf and signed the agreement as its president. Brannon accordingly understood that Thunderbird was the obligor under the agreement and that Thunderbird would ultimately be responsible for the payments set out therein, which understanding was objectively expressed in his e-mails to Atallah (whose e-mail address was "aatallah@thunderbirdgaming.com") seeking the status of the $350,000 balance.
We reject Thunderbird's argument that the evidence of Brannon's understanding or the other parol evidence impermissibly contradicts the payment provision. As we have pointed out, the payment provision states only that the payments "shall be made by Juagos [sic] De Mexico, BVI"; it does not necessarily speak to contractual obligations. Contrary to Thunderbird's assertion, it does not state that "no party other than Juegos is obligated to pay the plaintiff." (Italics added.) Nor does it exclude Thunderbird as a payor or eliminate Thunderbird's responsibility for the specified consideration. Again, the payment provision's language, in the context of the entire document as well as the extrinsic evidence, permits a conclusion that the agreement's designation of Juegos was as a payor of Thunderbird's obligation. For the same reasons, we cannot say the parol evidence impermissibly added to, deleted, or varied the payment provision's terms.
Because the agreement is ambiguous, the court was entitled to receive extrinsic evidence of objective manifestations of the parties' intent to resolve the ambiguity and aid it in deciding what the parties intended the agreement's language to mean. (Winet, supra, 4 Cal.App.4th at p. 1165; Wolf v. Superior Court, supra, 114 Cal.App.4th at pp. 1356-1357; De Anza Enterprises v. Johnson (2002) 104 Cal.App.4th 1307, 1315.) Extrinsic evidence includes the surrounding circumstances under which the parties negotiated or entered into the contract; the object, nature and subject matter of the contract; and the subsequent conduct of the parties. (Cedars-Sinai Medical Center v. Shewry (2006) 137 Cal.App.4th 964, 980-981.) Evidence of later acts and conduct of parties with knowledge of the contract terms and before any controversy has arisen as to the contract's meaning may be relevant to contract interpretation because it manifests the mutual intention of the parties about how their contract should be applied. (Fisher v. Allis-Chalmers Corp. (2002) 95 Cal.App.4th 1182, 1192; Southern Cal. Edison Co. v. Superior Court (1995) 37 Cal.App.4th 839, 851.)
Here, the court considered not only evidence of the circumstances surrounding the agreement's execution set forth above, but also evidence that thereafter, a partial payment was made on Thunderbird's behalf toward the $450,000 owed to Brannon and Brannon had communicated with Atallah to seek payment of the $350,000 balance. It also had before it evidence of Atallah's statement – "I do not know when we will be able to make another payment to you" – in response to Brannon's inquiry. Based upon its review of the evidence, the court concluded the parties intended that Thunderbird be bound to pay Brannon under the contract, notwithstanding the payment provision's term that payments would be made by Juegos. The pertinent question for our review becomes whether the extrinsic evidence on which the court based its decision was conflicting. "If extrinsic evidence was admitted, and if that evidence was in conflict, then we apply the substantial evidence rule to the factual findings made by the trial court. But if no extrinsic evidence was admitted, or if . . . the evidence was not in conflict, we independently construe the writing." (De Anza Enterprises v. Johnson, supra, 104 Cal.App.4th at p. 1315; see also ASP Properties, supra, 114 Cal.App.4th at p. 1267.)
Thunderbird does not point to any conflicting extrinsic evidence. For his part, Brannon maintains the competent extrinsic evidence introduced in the trial court was not in conflict. We agree with Brannon. While Atallah testified as to his contrary intent in drafting the agreement, his testimony is incompetent extrinsic evidence because it reveals only Atallah's subjective, undisclosed intent. Atallah's testimony that the intent was that Juegos would step into Brannon's shoes cannot be considered because there is no objective indication of that circumstance in the agreement or in any other disclosure to Brannon. Such uncommunicated subjective intent in entering into an agreement is not admissible to prove what the parties meant by the agreement's language; and it is irrelevant to contract interpretation. (Wolf v. Superior Court, 114 Cal.App.4th at p. 1357, fn. 18; Beard v. Goodrich (2003) 110 Cal.App.4th 1031, 1038; In re Marriage of Simundza (2004) 121 Cal.App.4th 1513, 1518.) "The test is 'what the outward manifestations of consent would lead a reasonable person to believe.' [Citation.]" [Citation.]' [Citation.] The question, then, is not what [the parties] subjectively intended, but what a reasonable person would believe the parties intended." (Beard, at p. 1038.)
III. The Agreement is Properly Interpreted to Obligate Thunderbird for the Specified Consideration.
Discerning no conflict in the competent extrinsic evidence, we independently interpret the agreement as a matter of law, guided by generally accepted canons of construction. (See Civ. Code, §§ 1635-1654.) Thus, "[t]he whole of a contract is to be taken together, so as to give effect to every part, if reasonably practical, each clause helping to interpret the other." (Civ. Code, § 1641; see also Code Civ. Proc., § 1858.) "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." (Civ. Code, § 1643; see also Sayble v. Feiman (1978) 76 Cal.App.3d 509, 513 ["where one construction would make a contract unusual and extraordinary and another construction, equally consistent with the language employed, would make it reasonable, fair, and just, the latter construction must prevail"].) "If the terms of a promise are in any respect ambiguous or uncertain, it must be interpreted in the sense in which the promisor believed, at the time of making it, that the promisee understood it." (Civ. Code, § 1649; Bank of the West v. Superior Court (1992) 2 Cal.4th 1254, 1264-1265.) "In cases of uncertainty not removed by the [previously enumerated rules of contract construction], the language of a contract should be interpreted most strongly against the party who caused the uncertainty to exist." (Civ. Code, § 1654.)
Interpreting the agreement under these principles, looking to all of its provisions as well as in the context in which it was made, we conclude the agreement must be interpreted to impose an obligation on Thunderbird to provide Brannon the specified consideration in exchange for Brannon's noncompete agreement. The fact Thunderbird's president negotiated and executed the document, agreed to receive notices under the agreement, and accepted benefits of the agreement (Brannon's promise not to compete) without explicitly exempting itself from the agreement's burdens, compels us to conclude it agreed to be liable for the agreed consideration. (Civ. Code, §§ 1589 ["A voluntary acceptance of the benefit of a transaction is equivalent to a consent to all the obligations arising from it, so far as the facts are known, or ought to be known, to the person accepting"]; 3521 ["He who takes the benefit must bear the burden"].) An important indication of Thunderbird's intent to be bound was its partial payment towards the obligation. " '[A]ctions speak louder than words.' . . . When the parties to a contract perform under it and demonstrate by their conduct that they knew what they were talking about, the courts should enforce that intent." (Crestview Cemetery Assn. v. Dieden (1960) 54 Cal.2d 744, 754; see also Oceanside 84, Ltd. v. Fidelity Federal Bank (1997) 56 Cal.App.4th 1441, 1449-1450 [borrower's acquiescence in bank's undeceptive conduct reflecting its interpretation of promissory note when it made payments without objection was proper indication of contractual intent]; and Southern Cal. Edison Co. v. Superior Court (1995) 37 Cal.App.4th 839, 851 [practical interpretation of contract evidenced by words and conduct of one party and may be used against him and on behalf of other party].)
Further, we find merit in Brannon's assertion that accepting Thunderbird's interpretation would render the contract illusory. "In order for a contract to be valid, the parties must exchange promises that represent legal obligations. [Citation.] An agreement is illusory and there is no valid contract when one of the parties assumes no obligation." (Scottsdale Ins. Co. v. Essex Ins. Co. (2002) 98 Cal.App.4th 86, 94-95.) Brannon points out (and we agree) that because Juegos was not identified as an affiliate or subsidiary of Thunderbird, and was not a signatory, it had no facial obligation under the agreement to make any payment: "And if Juegos was not obligated to pay Brannon, and if Thunderbird Gaming was not obligated to pay Brannon, then the contract is illusory, since there would be no consideration for Brannon's performance." In sum, the court did not err in concluding Thunderbird was bound by the agreement's payment provision and obligated for the remaining $350,000 principal balance.
IV. Sufficiency of the Evidence Argument
We reject Thunderbird's challenge to the sufficiency of the evidence. It argues resolution of this case depends only upon the contractual language, which should have been the "beginning and end of the trial court's inquiry. . . ." Thunderbird's argument literally boils down to, "The agreement says what it says." It does not explain what it considers to be the conflicting extrinsic evidence that would require us to apply the substantial evidence test (Benach v. County of Los Angeles (2007) 149 Cal.App.4th 836, 847-848; ASP Properties, supra, 133 Cal.App.4th at pp. 1267-1268 & fn. 4), nor does it meaningfully analyze the substantial evidence issue or provide relevant authorities tied to its contentions. We are entitled to reject the contention on this ground alone. (See Guthry v. State of California (1998) 63 Cal.App.4th 1108, 1115 [rejecting plaintiff's arguments in brief that cited "only general legal principles without relating them to any specific facts or admissible evidence"]; Paterno v. State of California (1999) 74 Cal.App.4th 68, 106 ["An appellate court is not required to examine undeveloped claims, nor to make arguments for parties"].) Nevertheless, we reject Thunderbird's contention on the merits, on grounds substantial evidence analysis is not warranted in view of the absence of conflict in the competent extrinsic evidence. (ASP Properties, at p. 1268, fn. 4.)
DISPOSITION
The judgment is affirmed.
WE CONCUR: HUFFMAN, Acting P. J., NARES, J.