Filed 11/23/21 King v. Downtown Prime CA2/2
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND APPELLATE DISTRICT
DIVISION TWO
JENNA KING, B307274
Plaintiff and Appellant, (Los Angeles County
Super. Ct. No. BC682898)
v.
DOWNTOWN PRIME, LLC, et al.,
Defendants and Respondents.
APPEAL from a judgment of the Superior Court of
Los Angeles County. Randolph M. Hammock, Judge. Affirmed.
Mortimer Law Firm and Thomas F. Mortimer, Jr., for
Plaintiff and Appellant.
Larson & Gaston and Gloria G. Medel for Defendants and
Respondents.
______________________________
Plaintiff and appellant Jenna King (King) appeals from a
judgment entered in favor of defendants and respondents
Downtown Prime, LLC (DTP), Moses Babazadeh (Babazadeh),
David Baradarian (Baradarian), and Pedram Yadision (Yadision)
following their successful motion to enforce a settlement
agreement. (Code Civ. Proc., § 664.6.)1
We affirm.
FACTUAL AND PROCEDURAL BACKGROUND
The Complaint
On November 8, 2017, King and nine other individuals filed
a complaint against defendants concerning certain rental units in
downtown Los Angeles. According to the complaint, between
January 2016 and July 2016, DTP entered into commercial leases
with King and nine others. King and the other nine individuals
alleged that they had rented units from DTP for residential, not
commercial, use. They claimed that DTP through its agents
(Babazadeh, Baradarian, and Yadision) misrepresented the
residential status of the rental units, which were only permitted
for commercial use.
At the time King filed the complaint, she was represented
by Basta, Inc. (Basta).
Mediation
On June 24, 2019, the parties participated in a mediation
with Hon. Richard A. Stone. King attended the mediation.
Although the mediation did not result in a settlement that day,
the parties continued to negotiate. On June 27, 2019, Judge
Stone issued a short form settlement agreement setting forth his
1
All further statutory references are to the Code of Civil
Procedure unless otherwise indicated.
2
proposal. That same day, King met with her lawyers, accepted
the mediator’s proposal, and executed the short form settlement
agreement.
As is relevant to the issues on appeal, in the short form
settlement agreement, defendants agreed to pay all 10 plaintiffs
$1 million in exchange for a complete release of all of their
claims. In addition, each plaintiff agreed to “sign stipulated
judgments for possession of the premises which shall not be
entered unless and until plaintiffs fail to move out of the
premises timely. All plaintiffs must move out of the premises on
or before 120 days after execution of the long form settlement
agreement.”
While the nine other plaintiffs executed the long form
settlement agreement, King never did.
Basta’s Withdrawal from Representing King
After King signed the short form settlement agreement, a
dispute arose between King and Basta regarding the allocation of
settlement funds.2 At some point during this dispute, King took
the position that she had not signed the short form settlement
agreement, that she was not bound by its terms, and that she
would no longer be represented by Basta.
Basta filed a motion to be relieved as counsel, which the
trial court granted on November 12, 2019.
On or about November 29, 2019, King retained a new
attorney to represent her in this matter.
2
As set forth above, the settlement agreement did not
indicate each of the 10 plaintiff’s share of the settlement. It
appears that Basta received the monies and was going to “work[]
out the logistics” with the plaintiffs.
3
Defendants’ Motion to Enforce the Settlement Agreement
Meanwhile, because King refused to comply with the terms
of the settlement, on November 22, 2019, defendants filed a
motion to enforce the settlement agreement. Attached to the
motion is a copy of the executed short form agreement.
King’s Opposition
King opposed defendants’ motion, arguing that the
settlement agreement was unenforceable because (1) it failed to
include her proper signature and consent to settle, and (2) it did
not include the specific settlement allocation for each of the 10
plaintiffs. In support, King submitted her own declaration and a
declaration from her son, Brandon King (Brandon).3 Both King
and Brandon declared that at the time of the settlement, King
had been “under tremendous emotional pressure and stress.”
Also in support, King submitted a declaration from her
attorney. Attached to his declaration was (1) a copy of the
durable power of attorney she had previously provided to Basta
naming Brandon as her agent, (2) e-mails received by King
regarding this matter, (3) correspondence from King’s new
attorney to the mediator, and (4) copies of text messages received
by Brandon regarding this matter.
Initial Hearing on Defendants’ Motion
At the initial hearing on defendants’ motion, the trial court
requested additional information regarding King’s review and
execution of the settlement agreement. After King agreed to a
limited waiver of the attorney client privilege, defense counsel
3
Because Brandon and his mother share the same last
name, for clarity we refer to him by his first name. No disrespect
is intended.
4
was ordered to provide the trial court with a declaration from
Basta regarding King’s review and execution of the settlement
agreement.
Declaration from Basta
On February 18, 2020, defendants filed a declaration from
Eric M. Post, King’s former attorney at Basta. Mr. Post attested
that he “went over the terms of the Settlement Agreement [with
King]” and that she “signed the settlement agreement in the
presence of [himself] and co-plaintiff[s].”
Mr. Post also stated that at the same time King signed the
short form settlement agreement, she signed a Medicare form
necessary for the release of settlement funds.
Continued Hearing on Defendants’ Motion
At the continued hearing, the trial court granted
defendants’ motion. In so ruling, it found that King had not come
forward with any credible evidence that her signature on the
short form settlement agreement was forged. It further found
that her durable power of attorney did not negate her ability to
execute the settlement agreement on her own behalf. In
addition, the trial court rejected King’s contention that the
settlement agreement was unenforceable because it did not
specify the allocation of settlement funds among the 10
individual plaintiffs. Finally, after reviewing Mr. Post’s
declaration, the trial court found that King was legally competent
when she knowingly and voluntarily signed the short form
settlement agreement, with full knowledge of its consequences.
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Judgment and Appeal
After granting defendants’ motion,4 judgment was entered.
The judgment incorporates the terms of the short form settlement
agreement. It further provides that King “shall move out of the
premises . . . on or before 120 days from entry of this Judgment.”
Attached to the judgment is a copy of the short form settlement
agreement signed by all 10 plaintiffs, including King.
King’s timely appeal ensued.
DISCUSSION
I. Standard of review and relevant law
Section 664.6 empowers a trial court, if the parties so
agree, to “retain jurisdiction over the parties to enforce [a
written] settlement until performance in full of the terms of the
settlement.” (§ 664.6.) When ruling on a motion to enforce a
settlement under section 664.6, a trial court must determine
whether the parties entered into a valid and binding settlement
of the case. (Corkland v. Boscoe (1984) 156 Cal.App.3d 989, 994.)
A trial court hearing a section 664.6 motion may receive evidence,
determine disputed facts, and enter the terms of a settlement
agreement as a judgment. (Weddington Productions, Inc. v. Flick
(1998) 60 Cal.App.4th 793, 810 (Weddington).)
4
After the trial court granted defendants’ motion,
defendants submitted a proposed judgment. King objected to the
proposed judgment. In support, she submitted an unsworn letter
from a medical provider that indicated that “[a]t times, when the
situation around her becomes too stressful or overwhelming, it is
the nature of her conditions for her to dissociate[,] and to suffer
significant loss of concentration, attention and cognitive
abilities.”
6
As our Supreme Court has explained: “Past cases have
established that, in ruling upon a section 664.6 motion for entry
of judgment enforcing a settlement agreement, and in
determining whether the parties entered into a binding
settlement of all or part of a case, a trial court should consider
whether (1) the material terms of the settlement were explicitly
defined, (2) the supervising judicial officer questioned the parties
regarding their understanding of those terms, and (3) the parties
expressly acknowledged their understanding of and agreement to
be bound by those terms. In making the foregoing determination,
the trial court may consider declarations of the parties and their
counsel, any transcript of the stipulation orally presented and
recorded by a certified reporter, and any additional oral
testimony. [Citations.]” (In re Marriage of Assemi (1994) 7
Cal.4th 896, 911.)
Generally speaking, before judgment can be entered upon a
settlement under section 664.6, “there must be a ‘writing signed
by the parties’ that contains the material terms” of the
agreement. (Weddington, supra, 60 Cal.App.4th at p. 797.)
A trial court’s factual findings on a motion to enforce a
settlement pursuant to section 664.6 will not be disturbed if
supported by substantial evidence. (Osumi v. Sutton (2007) 151
Cal.App.4th 1355, 1360.) Evidence is “substantial” if “‘“a rational
trier of fact could find [the evidence] to be reasonable, credible,
and of solid value”’” and, in assessing the substantiality of the
evidence, we must “‘“view[] the evidence in the light most
favorable to the [decision.]” [Citation.]’” (Santa Clarita
Organization for Planning & Environment v. Castaic Lake Water
Agency (2016) 1 Cal.App.5th 1084, 1106.)
7
Where the trial court must interpret the settlement
agreement in order to rule on a motion pursuant to section 664.6,
that interpretation is subject to de novo review only if the
contract language is unambiguous and all extrinsic evidence is
undisputed, otherwise, the substantial evidence standard of
review applies. (DVD Copy Control Assn., Inc. v. Kaleidescape,
Inc. (2009) 176 Cal.App.4th 697, 713.)
II. The trial court properly granted defendants’ motion
Applying these legal principles, we conclude that the trial
court properly granted defendants’ motion to enforce the
settlement agreement. King attended the mediation and then, as
evidenced by Mr. Post’s declaration and her signature on the
document, voluntarily and knowingly signed the short form
settlement agreement.
A. King’s contradictory declaration
Urging us to reverse, King directs us to her declaration in
which she stated that she did not sign the settlement agreement
and does not recall anyone from Basta explaining its terms and
conditions to her. Applying the appropriate standard of review,
King’s contradictory and self-serving declaration is insufficient to
compel reversal.5
B. Durable power of attorney
King further argues that the durable power of attorney
precluded her from consenting to the short form settlement
agreement. According to King, because she granted Brandon
5
It is curious that King does recall signing the Medicare
Release form. Why would she have signed that form, which is
necessary only for the disbursement of settlement funds, if she
had not agreed to the settlement?
8
power of attorney, he had to sign the short form settlement
agreement; she could not do so on her own behalf.
Probate Code section 4123, subdivision (a), provides, in
relevant part: “In a power of attorney under this division, a
principal may grant authority to an attorney-in-fact to act on the
principal’s behalf with respect to all lawful subjects and purposes
or with respect to one or more express subjects or purposes.”
(Prob. Code, § 4123, subd. (a).) Under general agency rules, an
“attorney in fact” may be authorized to do any acts that the
principal may do, except those requiring a principal’s personal
attention. (Civ. Code, § 2304.) Thus, Brandon was authorized to
act on King’s behalf. But there is no legal authority to support
King’s contention that by giving Brandon power of attorney, she
no longer was able to consent to agreements on her own.
C. Alleged incapacity to consent
Moreover, King asserts that she was incapable of agreeing
to the terms of the settlement.
Probate Code section 810 provides, in relevant part, that
there is “a rebuttable presumption affecting the burden of proof
that all persons have the capacity to make decisions and to be
responsible for their acts or decisions.” (Prob. Code, § 810, subd.
(a).) Subdivision (b) continues: “A person who has a mental or
physical disorder may still be capable of contracting . . . and
performing other actions.” (Prob. Code, § 810, subd. (b).) And,
subdivision (c) provides: “A judicial determination that a person
is totally without understanding, or is of unsound mind, or
suffers from one or more mental deficits so substantial that,
under the circumstances, the person should be deemed to lack the
legal capacity to perform a specific act, should be based on
evidence of a deficit in one or more of the person’s mental
9
functions rather than on a diagnosis of a person’s mental or
physical disorder.” (Prob. Code, § 810, subd. (c).)
Here, there is no evidence that King lacked the capacity to
sign the short form settlement agreement. While she may have
been “under tremendous emotional pressure and stress,” there is
no indication that this stress rendered her incompetent to enter
into the settlement. The unsworn letter from a medical provider
offered in support of her objections to the proposed judgment is
insufficient because (1) it was not submitted in connection with
her opposition to defendants’ motion, (2) it was not filed under
penalty of perjury, and (3) it does not support King’s contention
that she was incapable of entering into a contract at the time she
executed the short form settlement agreement.
D. Specificity of material terms
Citing Gauss v. GAF Corp. (2002) 103 Cal.App.4th 1110
(Gauss), King argues that the settlement agreement’s failure to
expressly include the individual allocations for each of the 10
plaintiffs renders the agreement unenforceable. King’s reliance
upon Gauss is misplaced. In that case, the Court of Appeal
reversed a judgment entered upon purported settlement
agreements because (1) the settlement agreements did not
contain the signature of a settling party, and (2) the agreements
did not specify a material term, namely the objecting party’s
share of the settlement. (Gauss, supra, at pp. 1121, 1123.) In
contrast, in the instant case, the settlement agreement spells out
defendants’ obligations to fund the settlement, including the
specific dollar amount. That the settlement agreement does not
include the specific allocations as to each of the 10 plaintiffs does
not invalidate the agreement; this was a global settlement among
all of the parties. Under these circumstances, the settlement
10
agreement was not required to set forth each plaintiff’s specific
allocation. (See, e.g., Dole Food Co., Inc. v. Superior Court (2015)
242 Cal.App.4th 894, 917 [approval of good faith settlement does
not require individualized allocations among plaintiffs].)
King’s disagreement with Basta regarding her specific
allocation is not a basis to invalidate the settlement agreement.
She claims that because she “spent the most time and resources
[on] upgrading . . . her unit . . . and was the catalyst in bringing
this action,” she is entitled to a larger settlement allocation.
Regardless of whether that is true, that is an issue for her to
resolve with Basta; it does not invalidate the settlement
agreement reached here with defendants.
E. Terms of the judgment
King objects to certain terms of the judgment. Specifically,
she argues that the judgment improperly attaches and
incorporates Exhibit 1 to it. That exhibit is the short form
settlement agreement that King knowingly and willingly signed.
Her argument notwithstanding, she agreed to paragraphs 12, 13,
and 14 of Exhibit 1, and those terms are incorporated into the
judgment.
King contends that the judgment somehow binds her to the
terms of the long form settlement agreement, which she did not
sign. For example, she argues that she “never agreed and
strenuously objected to a stipulated time to leave her home and
never agreed to sign a stipulated judgment for possession of the
premises” as set forth in the long form settlement agreement.
But she did agree to those terms in the short form settlement
agreement. At paragraph 5, the short form settlement agreement
provides that each plaintiff (including King) shall sign a
stipulated judgment for possession. The short form settlement
11
agreement also sets forth a date by which she must move out of
the premises, namely 120 days after execution of the long form
settlement agreement. Her refusal to sign the long form
settlement agreement does not excuse her from her obligations
under the terms of the short form settlement agreement. Thus,
the move out language, requiring her to vacate the premises on or
before 120 days from entry of judgment, was properly included in
the judgment.
In sum, the judgment binds King to the terms of the short
form settlement agreement, which she signed; it does not bind
her to any terms taken from the long form settlement agreement
that she did not sign.
DISPOSITION
The judgment is affirmed. Defendants are entitled to costs
on appeal.
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS.
_____________________, Acting P. J.
ASHMANN-GERST
We concur:
________________________, J.
CHAVEZ
________________________, J.
HOFFSTADT
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