Filed 2/22/22 Hanson v. Wells Fargo Bank CA2/4
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not
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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SECOND APPELLATE DISTRICT
DIVISION FOUR
IRENE HANSON, B314545
Plaintiff and Appellant, (Los Angeles County
v. Super. Ct. No.
20STCV32556)
WELLS FARGO BANK,
Defendant and Respondent.
APPEAL from an order of the Superior Court of Los
Angeles County, Terry A. Green, Judge. Affirmed.
Peter Borenstein for Plaintiff and Appellant.
Severson & Werson, Jan T. Chilton and Kerry W. Franich
for Defendant and Respondent.
_______________________________________
INTRODUCTION
Plaintiff and appellant Irene Hanson appeals from the trial
court’s order granting the motion of defendant and respondent
Wells Fargo Bank, N.A. (Wells Fargo) to enforce a settlement
agreement under Code of Civil Procedure section 664.6. 1 Hanson
principally contends the settlement agreement is unenforceable
because she withdrew her acceptance before an agreement was
formed. For the reasons discussed below, we affirm.
FACTUAL AND PROCEDURAL BACKGROUND
Hanson filed a complaint against Wells Fargo alleging it
failed to comply with a bank levy relating to a judgment Hanson
previously obtained. After Wells Fargo answered the complaint,
its counsel offered to settle the case for $900. Hanson’s counsel
accepted the offer and requested a draft settlement agreement.
Wells Fargo provided the requested draft, and Hanson’s counsel
sent back a copy of the agreement executed by Hanson. Wells
Fargo signed the agreement one week later.
Paragraph 2 of the settlement agreement provides, in
relevant part: “Wells Fargo shall pay to [Hanson] the one-time
total sum of nine hundred dollars ($900.00) (the “Settlement
Payment”). The Settlement Payment shall be made by check
made payable to “Irene Hanson” and be sent via overnight mail to
[Hanson]’s counsel . . . within thirty (30) days after receipt of an
executed copy of this Agreement and a valid, fully-executed and
dated IRS W 9 Form (revised Oct. 2018) from both [Hanson] and
[Hanson]’s counsel. Paragraph 3 states: “In consideration of the
1 All further undesignated statutory references are to the
Code of Civil Procedure.
2
mutual promises contained herein, [Hanson] agrees that she will
dismiss the Action with prejudice within five (5) calendar days of
receipt of the Settlement Payment described in the preceding
paragraph.”
Pursuant to paragraph 2 of the settlement agreement,
Wells Fargo’s counsel requested the W-9 forms from Hanson’s
counsel. Hanson’s counsel provided a W-9 form for his law firm,
but did not provide a separate W-9 form for Hanson. After Wells
Fargo refused to issue the settlement check without Hanson’s W-
9 form, Hanson sent Wells Fargo a letter stating she “hereby
withdraws her acceptance of the terms” of the settlement
agreement.
Wells Fargo moved to enforce the settlement agreement
under section 664.6.2 Specifically, it sought an order requiring
Hanson to provide Wells Fargo with her own W-9 form in
compliance with paragraph 2 of the settlement agreement. It also
sought $4,300 in attorneys’ fees based on an attorneys’ fee
provision in the settlement agreement. Hanson opposed the
motion, arguing the settlement agreement was unenforceable
because the parties never achieved a meeting of the minds.
The trial court issued a written order granting Wells
Fargo’s motion. The court noted that Hanson and Wells Fargo
2 Section 664.6, subdivision (a) provides: “If parties to
pending litigation stipulate, in a writing signed by the parties
outside of 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.”
3
both signed the settlement agreement, rendering it fully
executed. The court rejected Hanson’s argument that she could
validly withdraw her acceptance of the agreement, explaining she
had “cited no authority which would permit her to unilaterally
terminate a fully-executed settlement contract.” The court noted
that the contract itself contained no termination provision. With
respect to Hanson’s contention that there was no binding
agreement because there was no meeting of the minds, the court
explained: “Effectively, [Hanson] is saying that she failed to read
the agreement with sufficient care before she signed it. But once
a written agreement has been signed, the signatory cannot later
plead ignorance of or lack of assent to the terms. [Citation.]
Execution of the agreement is conclusive of mutual assent to the
terms as written. [Citation.] The court may only look to external
evidence of the parties’ intentions if the terms of the contract are
ambiguous. ¶ The terms of this contract are not ambiguous. They
expressly condition payment upon the provision of W-9 forms
from both [Hanson] and her counsel. [Hanson] must provide the
W-9. The motion is GRANTED.”
In compliance with paragraph 9 of the settlement
agreement, the court granted Wells Fargo’s request for $4,300 in
attorneys’ fees.3 The court noted that Hanson did “not dispute the
hours or rate requested, which both appear reasonable given the
circumstances of this case.”
Hanson timely appealed.
3 Paragraph 9 provided: “If any party brings a motion or suit
to enforce or interpret any provision of this Agreement, the
prevailing party shall be entitled to attorneys’ fees and costs.”
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DISCUSSION
Hanson contends the trial court erred in granting Wells
Fargo’s motion to enforce the settlement agreement under section
664.6.4 Specifically, she argues the trial court “ignored basic
principles of contract law by enforcing an agreement unsupported
by consideration or a meeting of the minds and for which
acceptance had already been withdrawn by Ms. Hanson.” We
review de novo the trial court’s order enforcing the settlement
agreement. (Weinstein v. Rocha (2012) 208 Cal.App.4th 92, 96.)
Applying this standard, we conclude the trial court’s order was
correct.
“A contract is an agreement to do or not do a certain thing.”
(Civ. Code, § 1549.) The existence of a contract requires parties
capable of contracting, their consent, a lawful object, and a
sufficient cause or consideration. (Civ. Code, § 1550.) “‘A
settlement agreement is a contract, and the legal principles [that]
apply to contracts generally apply to settlement contracts.’”
[Citation.] Its validity is thus ‘judged by the same legal principles
applicable to contracts generally.’ [Citations.]” (Stewart v. Preston
Pipeline Inc. (2005) 134 Cal.App.4th 1565, 1585.)
“It is basic contract law that, once a valid unconditional
contract is entered into, the parties are bound by their agreement
and one party cannot unilaterally revoke or rescind it.
[Citations.]” (Ecocards v. Tekstir, Inc. (Wyo. 2020) 459 P.3d 1111,
1118; see also Hopkins v. Viva Bevs., LLC (N.D. Tex. Apr. 21,
4 In her reply brief, Hanson explains her reasons for bringing
this appeal and why she does not want to be bound by the
settlement agreement: “If permitted to proceed with her creditor’s
suit, Ms. Hanson will seek to recover more than $50,000 against
Wells Fargo, including attorney’s fees incurred for this appeal.”
5
2014, Civ. A. No. 3:13-CV-1017-B) 2014 U.S. Dist. Lexis 55264
[“It is a fundamental tenet of contract law that once a party has
accepted a contract, it cannot unilaterally withdraw its
acceptance. [Citation.]”].) Applying this basic contract law
principle, we reject Hanson’s argument that she could withdraw
her acceptance of the settlement agreement. The record shows,
and Hanson concedes, that she signed the agreement. Once the
parties executed the agreement, Hanson was bound by its terms.
(See T.M. Cobb Co. v. Superior Court (1984) 36 Cal.3d 273, 278
[“[A]n offer may be revoked by the offeror any time prior to
acceptance.” Italics added].)
We likewise reject Hanson’s contention that there was no
meeting of the minds regarding the W-9 form requirement found
in paragraph 2 of the contract. Hanson seems to be arguing there
was no meeting of the minds on the need for her to provide her
own W-9 form. But the agreement required just that. “‘Where the
parties have reduced their agreement to writing, their mutual
intention is to be determined, whenever possible, from the
language of the writing alone.’ [Citation.]” (In re Tobacco Cases I
(2010) 186 Cal.App.4th 42, 47.) “‘[T]he parties’ expressed
objective intent, not their unexpressed subjective intent, governs.’
[Citation.]” (Ibid.) In light of these principles, Hanson’s
contention that there was no meeting of the minds is without
merit.
Hanson raises two other arguments. She contends reversal
of the trial court’s order is appropriate because (1) the settlement
agreement lacked consideration; and (2) even assuming she
breached the contract, Wells Fargo would not be able to prove
damages. As Wells Fargo points out, Hanson did not raise either
argument in the trial court. Hanson has thus forfeited both
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arguments on appeal. (See Vikco Ins. Services Inc. v. Ohio
Indemnity Co. (1999) 70 Cal.App.4th 55, 66-67.)
Even assuming Hanson had not forfeited these contentions,
they are without merit. The settlement agreement plainly was
supported by good consideration. (Civ. Code, § 1605.)5 Hanson
agreed to dismiss her suit and provide a signed W-9 form. In
exchange, Wells Fargo agreed to pay her $900. Hanson’s
argument regarding damages is likewise meritless. As Wells
Fargo correctly points out, the existence of damages is not a
prerequisite for bringing a motion to enforce a settlement
agreement. (See § 664.6.) And in any event, litigating the case
plainly would cost Wells Fargo more than the $900 called for
under the settlement agreement.
In sum, the trial court was correct in granting Wells
Fargo’s motion to enforce the settlement agreement.
5 Civil Code section 1605, which defines good consideration,
provides: “Any benefit conferred, or agreed to be conferred, upon
the promisor, by any other person, to which the promisor is not
lawfully entitled, or any prejudice suffered, or agreed to be
suffered, by such person, other than such as he is at the time of
consent lawfully bound to suffer, as an inducement to the
promisor, is a good consideration for a promise.”
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DISPOSITION
The order is affirmed. Wells Fargo is awarded its costs on
appeal.
NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
CURREY, J.
We concur:
MANELLA, P.J.
WILLHITE, J.
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