Opinion
A144110
05-10-2018
DIANA DUNKELIS, Plaintiff and Appellant, v. MARK ARONOFF, Defendant and Respondent.
NOT TO BE PUBLISHED IN OFFICIAL REPORTS
California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115. (Sonoma County Super. Ct. No. SCV 246408)
This case tells a cautionary tale about the risks laypersons face when they undertake to represent themselves, the often contentious nature of litigation between ex-spouses, and the practical challenges to and limits on the trial courts' ability to assist litigants (particularly those unrepresented by counsel) to resolve their disputes when they are unable or unwilling to do so on their own. Fortunately, although it is a long and unhappy story, it is one that we are now finally able to bring to a close with a comparatively happy (if greatly delayed) ending.
Appellant Diana Dunkelis appeals from an order denying her motion to enforce a settlement agreement. Subsequent developments that both parties agree are properly before us have substantially narrowed the parties' dispute and simplified the relief to be granted on remand. We reverse the trial court's ruling and remand with directions to order the parties to comply with their limited remaining obligations under the settlement agreement.
PROCEDURAL BACKGROUND
The parties have been locked in litigation for years. We will recite only those aspects of that litigation and of the record necessary to understand and resolve the limited issues before us.
The parties were formerly married. In 1998, a dissolution action was filed, and it was still pending when, in 2009, Diana filed the instant civil action against Mark, alleging causes of action under Civil Code § 1708.06, forgery, invasion of privacy, harassment, stalking, negligence, and undue influence.
We will refer to appellant as "Diana," to respondent Mark Aronoff as "Mark," and to their adult son as "Brendan." No disrespect is intended.
Neither complaint is included in the record on appeal.
In November 2012, at a mandatory settlement conference, the parties entered into a conditional settlement agreement intended to resolve both actions. The principal terms of the settlement, which was placed on the record, were as follows: (1) Diana would receive the family residence in Santa Rosa (the Property) and its contents; (2) she would deed the Property to the parties' son, Brendan, who would obtain a refinanced mortgage to pay off Mark's existing mortgage on the Property as well as sufficient funds to satisfy an attorney lien against Mark in the amount of $50,000; (3) Mark would clear all remaining liens on the Property; (4) Mark would quitclaim his interest in the Property to Diana and/or Brendan; (5) Mark would issue Diana a check in the amount of $5,000; (6) Mark would retain his separate property and the remaining community property assets (401(k) account, pension plan, stock, and IRA account); and (7) Diana would then dismiss both the family and civil actions with prejudice. Both parties agreed to execute all documents necessary to carry out the settlement, and contemplated that Diana's counsel, Tim Birnie, would prepare a formal settlement agreement for the civil action containing full mutual releases. The settlement was conditional, however, on Brendan obtaining the necessary financing within 10 days. Because that condition was not satisfied, the agreement never became effective.
Settlement negotiations continued, however, and on April 2, 2013, the parties exchanged emails that confirmed the principal terms of an overall settlement along similar lines. Diana's email to Mark, culminating a chain of emails regarding settlement, read as follows: "To confirm, in settlement of both actions, Brendan & I will pay $25,000 of your attorney debt plus closing costs, and you will pay [attorney] Steve Beckwith $25,000 and clear your tax liens from the property. You will quitclaim to Brendan (unless for tax reasons it has to be to Brendan and me - I prefer it to be just to Brendan) and keep all the rest of the assets, whether community or separate. That will conclude both actions. If you agree to this, please copy this and paste it into an email to me, say you agree to this, print out a copy and drop off at my house or I can pick it up. [¶] Mr. Birnie will draw up the settlement agreements to make sure everything comports with the law." Diana's email did not specify any deadlines by which the parties would be required to satisfy the terms of the agreement. In the immediately preceding email in the chain, however, Mark stated his understanding that the payments "would take place at the close of escrow which I realize is dependent on Brendan getting the loan and requires some time . . . ."
In an April 5, 2013 email to Diana, Mark stated, "I have clearly expressed to you in my previous email(s), and to Brendan and Mr. Birnie, that I am in agreement to settle via the terms we've discussed and you've written and I've responded to in my emails." However, he asked that the actual settlement be "somewhat delayed" to allow Brendan to refinance the property. Similarly, Mark's then counsel, Sara Baxter, in an email sent on the same date, confirmed her understanding that the parties had reached an agreement: "Mark told me he already agreed to your settlement offer. He agreed in writing. [¶] Mark, give her a signed copy of ypur [sic] email. Please do this today."
Baxter subsequently withdrew from representing Mark. Both parties represented themselves in propria persona in all of the subsequent hearings.
As instructed, Mark printed Diana's email, signed it, and delivered the signed email to Diana. On April 10, 2013, Mark's counsel filed a Notice of Settlement of Entire Case indicating that the civil action had been conditionally settled, and stating that a request for dismissal would be filed no later than January 3, 2014.
As would be the unfortunate and repeated pattern over the course of the next year and one-half, numerous disputes immediately arose between the parties regarding the performance and documentation of the settlement, and specifically as to the deadline for Mark to pay off the $25,000 attorney lien. As a result, on April 23, 2013, Diana filed the first of three motions to enforce the terms of the agreement pursuant to Code of Civil Procedure, section 664.6. In the motion, Diana took the position that the agreement required Mark immediately to pay off the $25,000 attorney lien, and that he had breached the agreement by refusing to do so, stating that he intended for financial reasons to wait six months before making that payment. (Id.) The motion sought an order requiring Mark to pay off the attorney lien prior to May 12, 2013 so that Brendan could obtain a loan to pay off the remaining $25,000.
All statutory references are to the Code of Civil Procedure.
At a May 15, 2013 hearing, the trial court observed, "I do believe that there was a settlement, and your motion papers made that clear enough to the court. I do have some - some concern with what the terms of the settlement are, not necessarily as between the parties to the settlement but as to your papers. I just had trouble defining what the ultimate terms of the agreement were." Accordingly, the court ordered Diana to file a declaration "defining essentially what you want the court to order, what the terms of the settlement are," and give Mark an opportunity to respond by suggesting "any opposition that you have to the terms of the settlement."
In response to the motion, Mark filed a declaration acknowledging that "[a] new settlement agreement was reached, in principle, pursuant to an email dated April 2, 2013." However, he opposed Diana's motion to enforce the settlement agreement on the ground that it was "premature" in light of the Notice of Settlement, which he asserted set a January 3, 2014 deadline for the parties' performance under the agreement. He asserted his understanding that this deadline would give him sufficient time to obtain the $25,000 necessary for him to satisfy his obligations under the agreement. He also asserted that "the parties have only reached a settlement agreement in principle," and that enforcement should be denied until the parties had entered into a formal written agreement.
Before the trial court could rule on the motion to enforce the settlement agreement, however, Diana filed a declaration voluntarily removing the motion from the court's calendar. In that declaration, she asserted without explanation that "circumstances regarding the settlement have changed, in part making plaintiff's motion moot. Now, the only issue is to have [Mark] quitclaim his interest to Brendan, which he seems hesitant to do. I will not raise that issue now." As a result, the court dropped the motion from calendar and set the case for trial.
Before the trial date, the parties took part in a settlement conference before another judge, and, on July 31, 2013, appeared before the same trial judge who was to have heard the first motion to enforce the settlement agreement. They represented themselves in propria persona. Early in the hearing, the judge stated, "I'm trying to determine . . . whether there's an enforceable settlement agreement that will be - that will be in effect." He then marked Diana's April 2, 2013 email as an exhibit, and, in a lengthy hearing, confirmed that both parties had agreed to each of its terms. In response to Mark's stated concern that the email agreement did not explicitly refer to dismissal with prejudice of the civil action, the court confirmed that Diana would dismiss the action with prejudice. The court then offered to retain jurisdiction to enforce the settlement agreement, provided that Diana dismissed the action with prejudice. Both parties appeared to acquiesce.
During the hearing, Mark asserted that he was unable immediately to pay off the $25,000 attorney lien. He also expressed confusion as to the deadline for him to make that payment; in response, the trial judge stated, "There is no deadline within the agreement. . . . And the law would [imply] into that within a reasonable period of time given the circumstances." Diana took the position that the deadline to pay the $25,000 would be at the close of escrow of the refinancing; Mark disagreed, pointing out that escrow had already closed, and that his language in the April 2 email referring to the close of escrow was "not part of the settlement, as I understand it." After further discussion, the trial court stated, "The question really is whether the court can just enforce this agreement as you have requested this court to do. . . . You're asking whether I would consider the close of escrow as the beginning point? The answer is I'm not going to tell you that because I would have to have evidence to determine whether or not that would be the case. There's an agreement here. It has terms. The terms are reasonably certain, in the eyes of the court. They could have been more certain, but we do have terms. Actually, but for the fact that Mr. Aronoff claims he has not the funds to pay it, both parties agree to the terms."
Toward the end of the hearing, the same discussion recurred: in response to a second question by Mark as to the deadline for his $25,000 payment, the court reiterated, "What I indicated to the plaintiff and to you at the same time was that the court would not be making a determination today as to what that deadline on time would be." The court declined to answer Mark's question whether his reference in the April email to the close of escrow was "an enforceable part of the settlement": "It may or may not be. What I'm saying is Exhibit 1 contains the agreement." Mark responded, "Okay. What I'm saying is I'm not agreeing that payment's taking place at the close of escrow. Because escrow has already closed. So just for the record, I have not committed for the settlement to pay at close of escrow because, in essence, that's saying pay now. And we've already established that I'm not paying now. . . . I don't have the money." At that point, the court cut off further discussion, and confirmed that the exhibit containing the email "is a written agreement of the parties." It granted Diana's motion to dismiss the case with prejudice, with the dismissal to be filed within seven days. After making that order, the court asked the parties if they had any final issues or questions. Diana had none, but Mark again asked whether the settlement agreement included the close of escrow as the deadline for his payment. The court, without responding, ended the hearing.
On August 27, 2013, Diana filed a second Notice of Settlement of Entire Case, indicating that a request for dismissal would be filed no later than May 31, 2014.
On September 18, 2013, the parties again appeared before the original judge. The court expressed frustration with the fact that the case had not yet been dismissed and with the parties' failure to comply with the rules, and offered either to set the case for trial or to dismiss the case with the court retaining jurisdiction to enforce the settlement agreement. Both parties agreed to the latter option. The court thereupon dismissed the case without prejudice, with the court to retain jurisdiction pursuant to section 664.6.
Yet again, that was not the end of the matter. On January 7, 2014, Diana filed a second motion to enforce the settlement agreement. The focus of the motion was Mark's continued failure to pay off the $25,000 attorney lien, together with complaints that he had delayed forwarding the draft settlement agreements to his counsel for review. In response, Mark again agreed that a settlement agreement was reached in the April 2, 2013 email exchange, but characterized it as "conditional" in that the parties understood that "detailed terms and conditions would be reduced to writing." He asserted that neither Diana nor her counsel had provided him with a draft written settlement agreement (an assertion Diana vigorously disputed), and that without such a written agreement, the email agreement was "vague and unenforceable." The opposition made no reference to the trial court's prior ruling confirming the April email as a written settlement agreement, nor to the July 31 or September 18, 2013 case management conferences.
The trial court, observing that Diana had not filed a declaration in support of her motion, denied the motion for lack of sufficient evidence, without prejudice to her refiling it.
Diana then filed a third motion to enforce the settlement agreement, this time supported by a declaration and exhibits. In the motion, she stated that the close of escrow on the refinancing transaction had occurred on June 3, 2013, and that Mark still had not fulfilled his obligations under the agreement to pay the $25,000 attorney lien, to satisfy his tax liens on the house, or to quitclaim his unencumbered interest in the family residence to Brendan. Mark did not file any opposition to the motion, asserting (incorrectly) that "this motion has already been heard on the merits and denied."
As discussed above, Diana withdrew the first motion to enforce the settlement agreement, and the court denied the second without prejudice for lack of sufficient evidence. The latter ruling was not a denial on the merits.
At the July 2, 2014 hearing on this latest motion, the court recited the terms of the agreement: "the settlement terms according to Plaintiff include that Plaintiff is to pay $25,000 of Defendant's attorney's fees lien while Defendant will pay the remaining $25,000 and clear tax liens on the real property; Defendant will also quitclaim the real property to the parties' son, Brendan, and keep all of the rest of the assets." It then summarized the disagreements between the parties: "Plaintiff now claims that Defendant was to [d]o this at the close of escrow which was June 3, 2013. Plaintiff does not state what shows that Defendant had [to] act by the close of escrow and the only mention of this is an e-mail from Defendant in Exhibit C, which is part of the parties' negotiations and which states 'this would take place at the close of escrow.' Plaintiff otherwise contends that Defendant refuses to pay the money, that Defendant lied on the last motion to enforce settlement, that Defendant is lying in his statements that he has no money, and aside from that on the same basic assertions and statements about the settlement which she raised before." However, the court denied the motion without prejudice because "Plaintiff has failed to state in her declaration that she has complied with the terms of the settlement reached in court."
The trial court, commendably, did not leave matters there. Rather, the next day, the trial court issued an Order and Notice of Hearing ordering the parties "to present evidence, in the form of declarations under penalty of perjury, in support of their respective positions regarding enforcement of the settlement herein," and set a hearing on those issues. In Mark's declaration filed in response to that Order, he stated that he had cleared his liens from the Property, but stated that he was unable to pay $25,000 toward the attorney lien. He also asserted that he would not sign a quitclaim deed transferring his interest in the Property without what he called an "end-all-court-action" clause stating that "[Diana] will not file further court actions or lawsuits against me (or my friends or relatives) in this case (or matters construed by her in any way that are related to this case and/or our marriage, separation, divorce, residence etc.)." Diana, for her part, reiterated that the refinancing transaction had closed on June 2, 2013, and asserted that the liens against the property had not, in fact, been cleared. The balance of her lengthy declaration was devoted to a variety of attacks on Mark—for supposedly failing to forward draft settlement agreements to his attorney for review; for lying about his financial ability to make the $25,000 payment; for mistreating her and their son during their marriage; for hiding his assets; etc.
The trial judge opened the July 30, 2014 hearing by observing, "At the close of the last hearing, to be quite frank, the Court didn't really feel too good about it all, and that's because it has just been hearing after hearing after hearing . . . and you're nowhere closer than you were some time ago right after the settlement was reached. And I can appreciate that the parties are frustrated. I can tell you that the Court is frustrated." It went on, "And the question really now is what do we do to try to get this case in some posture that there's either a judgment or there's something that the parties can pursue, or we just set it for trial and just forget the settlement terms. I'm not suggesting that that's what we do, but the status right now is not acceptable. I'm sure not acceptable to anybody." The court observed that since the settlement was reached, there had been numerous disagreements between the parties.
In response to the court's questions, Mark acknowledged that he had not paid the $25,000 lien nor quitclaimed his interest in the Property. After reviewing the file, including the settlement agreement and the parties' "disagreement about the e-mails and timing issues," the court observed, "[a]nd to be quite frank with you, at this juncture I don't know what I would order in order to enforce this settlement. So I'm just setting it for trial." In response to Diana's objection that the parties had entered into a binding settlement, the court observed, "I don't know what's binding. I don't know what part is binding. You've had agreements after the agreements. You've had e-mails after it." The court's minute order recites that it found that "the settlement is too vague to enforce." The court set the case for trial on November 7, 2014. However, the court's minutes reflect that when the parties appeared on that date for trial, the court dropped the matter from the calendar in light of the September 18, 2013 dismissal. This timely appeal followed.
This Court previously issued an order dismissing this appeal on the ground that the trial court's order was not appealable, but later granted Diana's petition for rehearing of that order and reinstated the appeal. While an order denying a motion to enforce a settlement agreement under section 664.6 ordinarily is not appealable, here the trial court's July 31, 2014 order was brought after a dismissal had been entered, and it is therefore appealable as an order made after an appealable judgment or order, "particularly because there are no issues left for the trial court's consideration, a hallmark of an appealable order or judgment." (Walton v. Mueller (2009) 180 Cal.App.4th 161, 167.)
SUBSEQUENT DEVELOPMENTS
While this appeal has been pending before this court, there has been a development that has a significant bearing on the terms and enforceability of the parties' settlement agreement. Although we do not normally consider such post-judgment developments, there is no absolute bar against our doing so. Under the unusual circumstances presented here, including the parties' agreement that we may (and indeed should) consider this development, we deviate from that general rule here.
The general rule is that, "when reviewing the correctness of a trial court's judgment, an appellate court will consider only matters which were part of the record at the time the judgment was entered." (Reserve Insurance Co. v. Pisciotta (1982) 30 Cal.3d 800, 813.) However, "the rule is somewhat flexible," and courts may consider postjudgment events when, among other things, subsequent events have caused issues to become moot or when, as here, a fact is not in dispute. (Ibid.)
Mark informed us in his respondent's brief that on March 23, 2016, the $50,000 attorney's lien that was addressed in the parties' settlement agreement was vacated as a result of third-party litigation with his former attorney in which Diana intervened. He attached to his brief a copy of the court order in question, which granted Diana's motion for leave to intervene, vacated the underlying default judgment entered against Mark, and vacated the corresponding recorded abstract of judgment, thereby clearing the attorney's lien against Mark. Diana, for her part, filed a motion for leave to file an amended appellant's appendix containing the same court order, and discussed the order in her reply brief.
We grant Diana's motion, take judicial notice of the order (Evid. Code, § 452, subd. (d)), and deem the order to be included in the record on appeal. There is no need for Diana to file the proposed amended appellant's appendix.
The parties agree that as a result of the order, the $50,000 attorney's lien that was one subject of their settlement agreement is no longer effective. Thus, Mark asserts that the lien "no longer exists." Similarly, Diana agrees that as a result of this order, "Mark no longer has to front $25,000."
The parties also agree that Mark has cleared the outstanding tax liens against the Property.
As we discuss below, this post-judgment development in otherwise unrelated litigation has had the fortuitous development of removing the principal stumbling blocks to the full performance of the parties' settlement agreement: Mark's asserted financial inability to make the required $25,000 payment and the parties' disagreement regarding the deadline for that payment. It also simplifies the relief to be ordered on remand. Accordingly, we accept the parties' invitation to consider this development in our discussion of the issues raised on appeal.
DISCUSSION
The principal issue Diana raises on appeal is whether the trial court erred in determining on July 30, 2014 that the April 2, 2013 settlement agreement was "too vague to enforce." To decide that issue, we begin with a brief overview of section 664.6.
Section 664.6 provides, "If 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."
"Section 664.6 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.) "It is for the trial court to determine in the first instance whether the parties have entered into an enforceable settlement. [Citation.] In making that determination, 'the trial court acts as the trier of fact, determining whether the parties entered into a valid and binding settlement. [Citation.] When the same judge hears the settlement and the motion to enter judgment on the settlement, he or she may consult his [or her] memory. [Citation.]' [Citation.] The trial court's factual findings on a motion to enforce a settlement pursuant to section 664.6 'are subject to limited appellate review and will not be disturbed if supported by substantial evidence.' " (Osumi v. Sutton (2007) 151 Cal.App.4th 1355, 1360.) However, where a trial court's ruling on a motion to enforce a settlement agreement presents issues of law, the court must conduct an independent or de novo review. (J.B.B. Investment Partners, Ltd. v. Fair (2014) 232 Cal.App.4th 974, 984.) In particular, whether a settlement is " 'sufficiently certain to make the precise act which is to be done clearly ascertainable' " (Civ. Code, § 3390, subd. (5)) is a legal question that we review de novo. (Provost v. Regents of University of California (2011) 201 Cal.App.4th 1289, 1301.)
Here, the trial court's initial finding at the July 31, 2013 hearing that the parties had entered into a valid and binding settlement agreement is amply supported by substantial evidence in the record. The April 2, 2013 email explicitly stated that it "confirm[ed]" a "settlement of both actions," and summarized the principal terms of that settlement. Diana authored the email, and requested that Mark sign it "[i]f you agree to this" and deliver it to her, which he did. If that were not enough, Mark later stated, "I have clearly expressed to you in my previous email(s), and to Brendan and Mr. Birnie, that I am in agreement to settle via the terms we've discussed and you've written and I've responded to in my emails." Mark also acknowledged to the court in response to Diana's first motion that the email comprised, at the very least, "a settlement agreement in principle." And his then counsel expressed the same understanding. Thus, as to Mark, the email was "a writing signed by the parties outside the presence of the court" within the meaning of section 664.6.
Although, in contrast, Diana did not sign the April 2, 2013 email, this is not dispositive. Diana asserted below that her printed name and email address on it constituted an "electronic signature." This is inaccurate. (J.B.B. Investment Partners, Ltd., supra, 232 Cal.App.4th at pp. 986-993 [defendant's printed name at the end of his email in which he had agreed to settlement terms set forth in an email from plaintiffs' counsel was not an electronic signature, and defendant therefore never signed the agreement as required by section 664.6]. For this reason, the trial court erred in ruling on July 31, 2013 that the email constituted "a written agreement of the parties."
But Diana did stipulate to settle the action "orally before the court." (§ 664.6.) She repeatedly asserted on the record her assent to the terms listed in her April 2, 2013 email and her intent that the email, once signed by Mark, constituted a binding settlement agreement. Section 664.6 does not require that all parties agree to a settlement in the same way—e.g., "that all must sign a writing outside the presence of the court or all must orally agree before the court." (Elyaoudayan v. Hoffman (2003) 104 Cal.App.4th 1421, 1431-1432 (Elyaoudayan).) Rather, the statute permits a " 'mix and match' approach to the manner of agreement as long as all parties agree to the same material terms." (Id. at p. 1432.) That is precisely what happened here. The trial court's ruling that the email constituted a written agreement within the meaning of section 664.6, although erroneous, therefore was not prejudicial because Diana orally stipulated on the record to accept Mark's written agreement to settle.
Elyaoudayan held that "a party who agrees to a settlement in writing outside the presence of the court may enforce it against a party who agreed to the same settlement orally before the court." (Elyaoudayan, supra, 104 Cal.App.4th at p. 1424.) The converse, in our view, is equally true.
Mark's arguments that no settlement agreement was entered into lack merit. Two of those arguments relate to the November 2012 conditional settlement agreement, not to the settlement agreement embodied in the April 2, 2013 email that was the subject of Diana's motions and of the trial court's July 31, 2013 ruling. Thus, Mark points out that the November 2012 conditional settlement agreement lapsed when Brendan was unable to obtain a loan within 10 days. Similarly, Mark complains that Diana drafted a "Stipulation" that he refused to jointly file with the court because he did not agree with it. It appears that Mark is referring to the settled statement of the November 18, 2012 mandatory settlement conference, which the trial judge who presided over that conference certified and filed as permitted under California Rules of Court, rule 8.137(c)(2). Again, however, that statement related to the earlier, lapsed conditional settlement, not to the settlement that is the subject of this appeal.
Mark's central argument before the trial court was that the April 2, 2013 email agreement was not enforceable because it contemplated that the parties would later enter into a formal written settlement agreement. Because Mark has not raised that argument in his respondent's brief, he has forfeited it. In any event, it lacks merit. "Having orally agreed to settlement terms before the court, parties may not escape their obligations by refusing to sign a written agreement that conforms to the oral terms." (Elyaoudayan, supra, 104 Cal.App.4th at p. 1431; see also Provost, supra, 201 Cal.App.4th at pp. 1293-1294, 1301 [plaintiff's refusal to sign final settlement agreement did not render earlier stipulated settlement unenforceable].) That is true even where the written agreement includes terms that were not part of the oral agreement, so long as the two agreements share the same material terms and the parties intended the oral agreement to be binding. (Elyaoudayan, supra, at pp. 1429-1430.) Here, the record before the trial court amply supported its initial finding that the April 2, 2013 email, as clarified and confirmed on the record, contained all material terms of the parties' agreement.
At the July 31, 2013 hearing, in response to Mark's complaint that the email was an incomplete summary of the parties' agreement because it did not contain any reference to dismissal of the actions, Diana confirmed that upon full performance of the agreement, she would dismiss both actions with prejudice. At no time during the proceedings below did Mark assert that there were any additional terms to the parties' agreement.
Inexplicably, having repeatedly found that the parties had entered into a valid and binding settlement agreement, on July 30, 2014, the trial court then reversed course and summarily determined that "the settlement is too vague to enforce." The record sheds no light on what the trial court meant by that conclusion. However, the record reveals that one term, and one term only, was the subject of any significant disagreement throughout the proceedings: the deadline for Mark to pay off the $25,000 attorney's lien. As the trial court acknowledged, the email agreement was silent as to the deadline for that payment. Moreover, the parties repeatedly disagreed about whether, as Diana argued, the agreement required Mark to make that payment at the close of escrow or at some other, unspecified time. Thus, the question presented here boils down to whether the trial court erred on July 30, 2014 in determining that the settlement agreement was fatally uncertain, and therefore unenforceable under section 664.6, because it did not specify a deadline for that payment.
We answer that question in the affirmative. As the trial court itself recognized, it is well established that "[i]f no time is specified for the performance of an act required to be performed, a reasonable time is allowed." (Civ. Code, § 1657.) Thus, the omission from a contract of a deadline for the performance of an act does not render the contract too uncertain to be enforced. "In the absence of a specified time of payment, a reasonable period is allowable under Civil Code section 1657." (Patel v. Liebermensch (2008) 45 Cal.4th 344, 352, fn. omitted (Patel).)
"A settlement agreement is a contract, and the legal principles which apply to contracts generally apply to settlement contracts." (Weddington Productions, Inc. v. Flick, supra, 60 Cal.App.4th at p. 810.)
Patel well illustrates the principle on closely analogous facts. There, defendant lessor sent his lessee a proposal to rent a condominium with an option to purchase that specified the property, the sales price, and the period within which the option could be exercised, but did not specify either the time or manner of payment. Both parties signed the option proposal. (Patel, supra, 45 Cal.4th at p. 347.) When the lessee sent notice that he was exercising the option, he said that he and his wife were " 'anxious to complete the purchase as soon as reasonably possible so as to take advantage of the current interest rates.' " (Ibid.) The lessor sent the lessee a purchase agreement referring to the option agreement and the lessee's notice exercising the option. (Ibid.) The purchase agreement required a 10 percent deposit with the escrow company, and required that escrow be closed in 90 days but with the seller's right to extend the closing by 30 days if necessary to exercise a tax-deferred exchange, a subject the parties had not previously discussed. (Id. at pp. 347-348.) The lessee responded by proposing a modified agreement which provided that if the seller required more than 30 days to close escrow, the deposit would be reduced to $5,000 and the seller would be responsible for all escrow and other expenses after 30 days of opening escrow. (Id. at p. 348.) The lessor rejected this proposal. (Ibid.) At some point, the lessee signed the original purchase agreement and sent it to the lessor, who did not respond. (Id. at p. 348.) The lessee filed suit, seeking specific performance of the option agreement. (Ibid.)
After a jury trial, the jury returned special verdicts finding that the parties had entered into an option contract giving the lessee the right to purchase the property, and that the terms of the contract were sufficiently clear to carry out its objective. (Patel, supra, 45 Cal.4th at p. 348.) Based on those verdicts, the trial court entered judgment granting the lessee specific performance, and requiring the parties to perform their respective duties under the contract within 60 days after notice of entry of judgment. (Ibid.) The Court of Appeal reversed, reasoning that the lessor was bound by the terms of the option contract only if it included all the essential terms of a real estate purchase contract. (Ibid.) The appellate court held that the contract was too uncertain to enforce because it lacked the essential terms of time and manner of payment. (Ibid.) The court decided that, while it might be reasonable in some circumstances to imply standard terms on these points into the contract, here it was not. (Ibid.) Finally, it concluded that the parties' ongoing dispute about economic conditions after the lessee exercised the option demonstrated they had never agreed on all material terms of the transaction. (Ibid.)
The Supreme Court reversed, holding that "if a contract for the sale of real property specifies no time of payment, a reasonable time is allowed. The manner of payment is also a term that may be supplied by implication." (Patel, supra, 45 Cal.4th at p. 346.) The court explained that " ' " '[t]he law does not favor but leans against the destruction of contracts because of uncertainty; and it will, if feasible, so construe agreements as to carry into effect the reasonable intentions of the parties if [they] can be ascertained.' " ' [Citations.]" (id. at p. 349); accord Blackburn v. Charnley (2004) 117 Cal.App.4th 758, 766 ["In determining whether the material factors in a contract are sufficiently certain for specific performance, 'the modern trend of the law favors carrying out the parties' intention through the enforcement of contracts and disfavors holding them unenforceable because of uncertainty' "].) The parties' competing proposals regarding the amount of the deposit into escrow, in the court's view, were "merely incidental matters that had no effect on the ultimate payment to be received by the [sellers] at the close of escrow." (Patel, supra, 45 Cal.4th at p. 350.) "It was the length of the escrow period, unspecified in the contract, that was the sticking point." (Ibid.) However, "the escrow period is not a necessary term in a contract of sale, and . . . in any event 'time of payment' is a contract term determinable by implication as a matter of law." (Ibid.)
Our high court also disagreed with the Court of Appeal's conclusion that "the parties' unsuccessful attempts to complete the transaction showed the option agreement did not represent a meeting of the minds on all essential terms." (Patel, supra, 45 Cal.4th at p. 351.) As it explained, while the parties' conduct after the formation of a contract may be relevant in determining which terms they considered essential, "few contracts would be enforceable if the existence of subsequent disputes were taken as evidence that an agreement was never reached." (Id. at pp. 351-352.)
The trial court here erred for the same reasons. First, it evidently concluded that the omission from the email settlement agreement of an explicit deadline for Mark to pay off the $25,000 attorney lien rendered the entire agreement fatally uncertain. However, although the trial court recognized its authority to do so, it did not make any attempt to imply a reasonable time for performance. Nor did it make any attempt to resolve the parties' disagreement regarding the meaning of the "at the close of escrow" reference in Mark's earlier email. Its omissions in that regard are perplexing, since it is established that in ruling on a motion to enforce a settlement agreement under section 664.6, a trial court has the power to resolve factual disputes between the parties. (In re Marriage of Hasso (1991) 229 Cal.App.3d 1174, 1180; Corkland v. Boscoe (1984) 156 Cal.App.3d 989, 994.) The trial court had, and should have exercised, the power to imply terms that would have resolved the parties' one material dispute. Under these circumstances, the settlement agreement was not too uncertain to enforce, and the trial court erred in so concluding.
Second, the trial court "improperly relied on the parties' conduct after their dispute arose to conclude that they had failed to reach a binding agreement." (Patel, supra, 45 Cal.4th at pp. 346-347.) The parties' numerous disagreements undoubtedly placed burdens on the busy trial judge, as did the procedural deficiencies in Diana's motions. Nonetheless they should not have distracted him from the single, relatively simple dispute before him. In allowing them to do so, the trial court "erred by failing to enforce a straightforward [settlement agreement]." (Id. at p. 346.)
Our disposition of this appeal makes it unnecessary for us to reach Diana's additional argument that the trial court erred in denying her motion requesting access to Mark's financial records.
DISPOSITION
The trial court's July 30, 2014 order denying Diana's motion to enforce the settlement agreement is reversed, and the matter is remanded to the trial court with directions to grant that motion. The trial court shall order the parties to comply with their only remaining obligations under the settlement agreement: (1) Mark must quitclaim the Property to Brendan, or to Brendan and Diana; and (2) Diana must dismiss the civil action and the family law action with prejudice.
/s/_________
Schulman, J. We concur: /s/_________
Streeter, Acting P.J. /s/_________
Reardon, J.
Judge of the Superior Court of California, City and County of San Francisco, assigned by the Chief Justice pursuant to article VI, section 6 of the California Constitution.