Marriage of Mansour CA2/1

Filed 3/25/24 Marriage of Mansour CA2/1
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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION ONE

In re the Marriage of LUZELBA B319787
LOZANO and ZAKI SALEH
MANSOUR. (Los Angeles County
Super. Ct. No. BD654378)
LUZELBA LOZANO MANSOUR,

Respondent,

v.

ZAKI SALEH MANSOUR,

Appellant.

APPEAL from a judgment of the Superior Court of Los
Angeles County, Alison Mackenzie, Judge. Affirmed.
Benedon & Serlin, Kelly Riordan Horwitz and Kian
Tamaddoni for Appellant.
Decarolis Family Law Group, Patrick Decarolis, Jr., and
Melissa Ramirez Fresquez for Respondent.
_______________________
 In 2019, Zaki Saleh Mansour (Zaki) and Luzelba Lozano
Mansour (Luci)1 settled their dissolution of marriage action,
agreeing on how to divide numerous real properties and
obligations associated with those properties. Among the
properties awarded to Zaki was an apartment building on
Virginia Avenue in Los Angeles (the Virginia property). The
Virginia property and the encumbrances and obligations
associated with it were in Luci’s name because of Zaki’s credit
issues. The marital settlement agreement (MSA) awarded Zaki
the Virginia property “subject to the encumbrances thereon.” The
MSA further provided that various outstanding operational
obligations for the Virginia property (such as amounts due for
rent control fees, maintenance, and utilities) were “transferred to
Zaki’s name immediately.” To make sure these operational
obligations then in Luci’s name were paid given the Virginia
property’s transfer to Zaki, the MSA directed payment for them
would be made out of escrow from the sale of another property
(the Sunset property).
In October 2020, Zaki requested the court order that both
the mortgage loan encumbering the Virginia property and a
specific amount ($300,000) for the apartment building’s
operational obligations be paid by the community (50 percent by
Zaki, and 50 percent by Luci) instead of by him alone. The trial
court denied these requests. It found the MSA’s plain language
awarding Zaki the Virginia property “subject to the
encumbrances thereon” made him solely responsible for the

1 As is common in family law matters, we refer to the
parties by their first names for ease of reference and not out of
any disrespect.

2
mortgage. The court further found the MSA made Zaki solely
responsible for the outstanding operational obligations on the
Virginia property upon its award to him.
Zaki now appeals, claiming the court erred in rejecting his
interpretation of the MSA and finding that he alone was
responsible for the mortgage loan on the Virginia property and its
other obligations. We find no error and affirm.
FACTUAL AND PROCEDRAL BACKGROUND
A. The Parties’ Dissolution of Marriage and MSA
On February 22, 2017, Luci filed for dissolution of her
marriage to Zaki. On April 17, 2019, the parties participated in a
mandatory settlement conference before Judge B. Scott
Silverman at which Patrick DeCarolis represented Luci and Zaki
represented himself. The parties reached a resolution and
entered into the MSA, which was memorialized in a three-page
document entitled “deal memorandum.” (Capitalization omitted.)
As relevant here, the MSA addressed four real properties:
the Virginia property, the Sunset property, a property on
Mariposa Avenue in Los Angeles (the Mariposa property), and a
property in Las Vegas. Zaki was awarded the Virginia and Las
Vegas properties, Luci the Mariposa property, and the Sunset
property was to be sold. Paragraph 1A of the MSA states, “The
[Virginia property] is awarded to Zaki subject to the
encumbrances thereon. Directly from the sales escrow on Sunset,
below, the Los AngelesCity [sic] rent control fees and penalties on
this property shall be paid as well as all other outstanding
obligations on the building in Luci’s name such as the elevator,
pest control, maintnenance [sic], utiltities [sic], etc. All such
obligations shall be transferred to Zaki’s name immediately upon
Luci’s transfer to him. Zaki shall be responsible for all tax

3
liability upon sale or otherwise relating to this property.”
Paragraph 1B awarded the Mariposa property to Luci “subject to
the encumbrances thereon,” and paragraph 3 awarded the Las
Vegas property to Zaki “subject to the encumbrances thereon.”
Paragraph 2 of the MSA provided for the Sunset property
(where Zaki was living) to be sold and for Zaki to vacate the
property “upon the acceptance of an offer.” “The net proceeds of
the sale” were to be distributed to reimburse each party for costs
and expenses related to the sale of the Sunset property, provide
trusts for the couple’s two children, and to pay costs related to
two judgments against the community. The remaining amount
was then “awarded one-half to each party.” Paragraph 2 does not
reference payment of the operational obligations on the Virginia
property, or state whether those obligations are to be paid from
one or both parties’ sale proceeds.
Before signing the stipulated settlement, Judge Silverman
repeatedly asked Zaki under oath whether he understood the
terms of the MSA and agreed to them. Zaki responded that he
understood the agreement and that “[a]s a matter of fact, I did
participate in the drafting of the document.” The court entered
the MSA as a stipulated order enforceable pursuant to Code of
Civil Procedure section 664.6, and per the parties’ request, the
settlement provisions became effective immediately as court
orders. The court ordered DeCarolis to prepare a judgment.
Zaki was hospitalized between April 19 and July 12, 2019.
However, he continued to communicate with Luci and DeCarolis
by email. On April 23, April 30, and May 3, 2019, Zaki indicated
he was unhappy with the settlement via emails to Luci and
Decarolis, in which he claimed that, among other things, the
settlement was fraudulent.

4
 On May 7, 2019, Luci’s counsel sent Zaki a copy of the
proposed judgment. After some back and forth, it became clear
the parties could not agree on language to be included in the
proposed judgment. Accordingly, on August 29, 2019, the trial
court (Judge Alison Mackenzie) entered a judgment of dissolution
that attached an executed copy of the MSA without further
elaboration.
B. Zaki’s Request for Order and Luci’s Request for
Order of Dismissal
The disputes between the parties over the MSA’s terms
nevertheless continued. On October 22, 2020, Zaki filed a
request for order (RFO) seeking declaratory relief and
enforcement of the terms of the MSA. His RFO made multiple
requests for relief, of which only the first two are relevant to this
appeal. In request No. 1, Zaki sought “[a]n order enforcing the
[MSA] to have the sum of $2,145,704[] (which represents the
balance due to Chase Bank [(Chase)] for the loan . . .
encumbering the Virginia [property]) to be paid from the sale of
Sunset [p]roperty []as an ‘[o]bligation in [Luci]’s name’ that was
incurred during the marriage, consistent with the [MSA] . . .
which states . . . ‘from the sales escrow on Sunset, below[,] the
Los Angeles rent control fees and penalties on this property shall
be paid as well as all other outstanding obligations on the
building in Luci’s name.’ ”
Request No. 2 was for “[a]n order requiring the sums due to
elevator, pest control, maintenance, [and] utilities. This amount
according to proof is approximately $300,000.00 (also included as
an obligation to be paid in the [MSA] . . . . Note the language,
‘from the sales escrow on Sunset, below[,] the Los Angeles rent
control fees and penalties on this property shall be paid as well as

5
all other outstanding obligations on the building in Luci’s
name.’ ”
On November 20, 2020, Luci filed a response to Zaki’s RFO.
She explained Zaki refused to assume the loan for the Virginia
property and that the Sunset property still needed to be sold to
pay off debts. During the year that followed, the parties filed
several RFOs relating to disputes over the sale of the Sunset
property. In one such RFO filed on June 14, 2021, Luci stated
that she had received a notice of acceleration from Chase, which
asserted she was in default because she had transferred title of
the Virginia property to Zaki. Luci requested permission to buy
out Zaki’s interest in the Sunset property, pay off the Chase loan,
and then receive reimbursement from Zaki for the payoff amount.
On August 30, 2021, Luci filed an RFO to dismiss Zaki’s
October 22, 2020 RFO, which was set for an evidentiary hearing
on September 22 through 24, 2021. She argued res judicata
barred Zaki’s RFO, including requests Nos. 1 and 2, because the
judgment already addressed the relief he sought in awarding the
property to him subject to all encumbrances.2
Zaki responded his requests were to enforce the judgment,
not to relitigate it, and therefore res judicata did not bar them.
He argued that “under the clear language of the [d]eal
[m]emorandum, the Chase loan is to be paid from the proceeds of
the sale on the Sunset property.” Zaki claimed that “although
[he] took the Virginia property subject to all encumbrances, this
did not include outstanding obligations in Lu[ci]’s name, which

2 Luci also requested that the court strike pages 11 through
14 of Zaki’s declaration because they violated the 10-page limit of
California Rules of Court, rule 5.118. The court did so.

6
were to be paid directly from the Sunset [property] sale
proceeds.” In support of his arguments, Zaki submitted excerpts
from Luci’s March 11, 2021 deposition, DeCarolis’s April 30, 2021
deposition, and Zaki’s April 21, 2021 deposition.
During her deposition, Luci testified that the parties
agreed that “whatever loan that [was] on the property that [she]
ke[pt], [she was] responsible for. Whatever loan that [was] on the
property [Zaki] ke[pt], he[ was] responsible for.” As to the Sunset
property, “whatever liens or encumbrances were on that, those
were going to be split 50/50.” She further testified that the Chase
loan was not assumable, and Zaki would have had to refinance it.
She believed that he would not take the initiative to refinance it,
and she needed to protect herself. “Therefore, it was [her] wish
that, once Sunset sold, that, from his share of the proceeds—not
from the entire proceeds of the sale but from his share, that the
loan would be cleared to get [her] name off.” She told Zaki this
during the mandatory settlement conference and Zaki did not
disagree “that the Chase Bank loan would be paid from his share
of the sale on Sunset.” She further testified that “all other
outstanding obligations on the building in [her] name” referred to
revolving expenses required to maintain the building.
DeCarolis testified that he was the typist and, with Zaki,
co-author of the MSA with input from Luci. Obligations on the
Virginia property had been placed in Luci’s name because Zaki
did not have credit. During the drafting of the MSA, Luci was
concerned that such obligations would not be paid. Therefore, a
sentence was inserted into paragraph 1A to convey that “vendors
and taxes and so forth that were in Luci’s name would be paid
from the Sunset sale.” DeCarolis acknowledged the loan on the
Virginia property was an outstanding obligation on the building

7
in Luci’s name, but that the MSA was written such “that the
encumbrance related to Virginia . . . was separate.” He
acknowledged that the second sentence of paragraph 1A was an
“exception” to the first sentence and that the MSA did not include
express language that Zaki “assume[]” the Chase loan. DeCarolis
further testified that the first time he learned of Zaki’s claim that
the Chase loan should be paid from the Sunset property sale
proceeds was through Zaki’s counsel on February 19, 2020.
Zaki testified that during the mandatory settlement
conference, he and DeCarolis discussed that Luci would be liable
for all obligations in her name, including the Chase loan, and
that the Chase loan would be paid out of Luci’s share of the
Sunset property sale proceeds. Zaki assumed that his and
DeCarolis’s discussion would be reflected in the MSA. Zaki said
he first discovered the Chase loan would not be paid from Luci’s
portion of the Sunset property sale proceeds on February 19,
2020, when DeCarolis responded to Zaki’s counsel’s
correspondence by saying that paying the Chase loan from the
sale proceeds was not the parties’ agreement.
C. The Hearing on Zaki’s RFO and Luci’s RFO for
Dismissal
1. RFO for Dismissal
On September 22, 2021, the parties appeared for an
evidentiary hearing on Zaki’s RFO. At the hearing’s outset, the
trial court provided a tentative ruling on Luci’s RFO for
dismissal. For Zaki’s request No. 1, the court observed, “the
parties contentions make clear they have fundamentally different
interpretations of that first paragraph of the judgment regarding
the Virginia property, . . . specifically paragraph 1(A). Zaki
claims he wants to ‘enforce this provision,’ but that argument[ is]

8
based on his interpretation of that provision. Luc[i] countered
that the provision does not mean what Zaki says it means, and
that his request is barred by res judicata, but both of these
contentions misconstrue the actual dispute. While the judgment
is res judicata as to what is in the judgment, here the parties
dispute what the provision in the judgment means. The court
cannot just enforce a provision that is reasonably susceptible to
ambiguity as to the Chase loan on the property . . . .”3 Thus, the
court denied Luci’s request to dismiss request No. 1 and stated
the matter would proceed to an evidentiary hearing on the issue.
As to request No. 2, the court found it was “nonsensical as
written in the RFO. To the extent Zaki is asking the court to
make an order that the sums due for the elevator, pest control,
maintenance, and utilities for the Virginia property total
$300,000, this request would be asking the court to alter the
judgment to add in a specific number for the amount of these
obligations. . . . If the parties want to meet and confer and agree
upon the total of any such obligations, or if they are not able to
reach an agreement, and there’s further litigation about that so
be it, but this is an RFO to ‘enforce the judgment.’ It’s not the
proper vehicle to request that the court start adding in provisions
to the judgment.” The court also could not construe request No. 2
as a request to enforce the judgment because the Sunset property
had not yet been sold, so there was no pot of money yet in escrow
from which payment could be made under the MSA’s terms. The
court clarified that when the Sunset property was sold, the

3 During the evidentiary hearing, the court reiterated that
it did not find paragraph 1A was ambiguous, but instead that it
was susceptible to ambiguity.

9
parties could then (if necessary) litigate the amounts that come
out of the sale proceeds for “those expenses,” i.e., elevator, pest
control, maintenance, utilities, et cetera for the Virginia property.
The court adopted its tentative to dismiss request No. 2 as its
final ruling.
2. Evidentiary Hearing on Request No. 1 in Zaki’s RFO
The court held an evidentiary hearing as to Zaki’s first
request on September 23 and 24, 2021, and February 2, 2022.
a. Zaki’s Testimony
Zaki testified that at the time he entered into the MSA,
there was a mortgage loan on the Virginia property. Both the
property and the loan were in Luci’s name. Before he signed the
MSA, Zaki spoke with DeCarolis about the terms “encumbrances”
and “obligations,” and about the Chase loan and maintenance on
the Virginia property. DeCarolis told him an obligation was
“strictly related to [Luci] and encumbrance [was] [an] obligation
or indebtedness in [a] certain name, like Zaki Mansour or Lu[ci]
Lozano.” During negotiations, DeCarolis asked Zaki if he had
any debts on the Sunset or Virginia properties; Zaki responded,
“no,” and DeCarolis assured Zaki that he did not “have to worry
about it.” Zaki testified that DeCarolis told him, “Lu[ci] will be
responsible for all obligation[s] in her name.” Further, when Zaki
asked DeCarolis about the Chase loan on the Virginia property,
DeCarolis told him that it had been signed by Luci and she was
responsible for it. Zaki and DeCarolis did not discuss Zaki
assuming or refinancing the Chase loan.
DeCarolis examined Zaki under Code of Civil Procedure
section 776 during the evidentiary hearing. Zaki believed that
under the settlement, he would be awarded the Virginia property
without having to take over the loan. According to Zaki, Luci

10
came to the marriage with “nothing,” and would be responsible
for the loan. DeCarolis asked Zaki about prior settlement
discussions in which Zaki had agreed to indemnify Luci and hold
her harmless with respect to the loan. Zaki responded that that
agreement was never finalized. Moreover, between the date of
the prior settlement offer and the MSA, Zaki’s settlement
position changed because he discovered Luci had received
$350,000 in income that she hid from him. Zaki acknowledged
that after the parties entered into the MSA, he paid the mortgage
on the Virginia property, but stated that he did so “to mitigate
[his] damages.”
DeCarolis submitted portions of Zaki’s deposition testimony
for the court’s consideration. These portions are not included in
the record. However, based on discussions on the record, as well
as the court’s findings at the conclusion of the evidentiary
hearing, the excerpts appear to have related to Zaki’s credibility,
including that he spent two years in prison upon being convicted
of a crime involving dishonesty, and that in the last decade, Zaki
had been involved in 386 lawsuits, demonstrating his litigious
nature. Zaki also admitted that when he and DeCarolis were in
the bathroom during a break in the proceedings, Zaki said he
wished he had a gun so he could shoot DeCarolis.
b. Luci’s Testimony
Luci testified that during settlement discussions she never
took the position that she would be responsible for all liabilities
in her name, nor did she agree that the second sentence in

11
paragraph 1A was intended to include the Chase loan.4 Zaki’s
attorney asked, “the deal memorandum doesn’t say that the
money to pay the obligation in your name on [the] Virginia
[property] will come from Zaki’s share of the Sunset [property]
sale proceeds; correct?” Luci responded, “It’s not directly written
that way, but it was both of our intentions that whatever
property [we] each got we are responsible for our individual
debts. It was never my intention to give him [the] Virginia
[property] and pay for his loan and all his expenses.” Zaki’s
counsel then impeached Luci with her deposition testimony
where she was asked, “Isn’t it true that [the MSA] doesn’t say
[payment is] coming from Zaki’s share of Sunset?” and responded,
“No, to me it doesn’t say that.” Luci further testified there was
no need to add language to paragraph 1B about her obligations
on the Mariposa property because she was awarded that property
and the obligations were already in her name.
c. DeCarolis’s Testimony
DeCarolis testified that he has been practicing law for 42
years, had been a family law specialist since 1984, and was a past
chair of the Los Angeles County Bar Association Family Law
Section executive committee. During the April 17, 2019
mandatory settlement conference, Zaki and DeCarolis worked
together in drafting the settlement agreement. Zaki sat next to
DeCarolis while DeCarolis typed the settlement agreement, and
Zaki could read the computer screen. He and Zaki discussed the

4 However, Luci also testified that she believed there was a
discussion during the settlement negotiations that the phrase
“other . . . outstanding obligation . . . in [her] name” would
include the Chase loan.

12
terms as DeCarolis typed and, sometimes, Zaki stopped
DeCarolis. DeCarolis also caucused with Luci. During the
process, DeCarolis printed the settlement document a couple of
times, and after a couple of hours, the parties signed the
agreement. Neither Zaki nor DeCarolis raised the Chase loan
specifically during the negotiations. During Judge Silverman’s
colloquy with the parties before he signed the settlement
stipulation, Zaki volunteered that he participated in drafting the
document. Sometime between April 17, 2019 and January 7,
2020, DeCarolis learned that the Chase loan was not assumable.
The first DeCarolis heard that Zaki would not pay the Chase loan
was through Zaki’s counsel’s February 19, 2020 letter.
On February 2, 2022, the parties appeared for the
continued evidentiary hearing.5 DeCarolis continued his
testimony, and the parties made their closing remarks. The court
took the matter under submission.
D. Sale of the Sunset Property
On October 1, 2021, the parties executed a purchase
agreement to sell the Sunset property to a third party for $5.8
million. Zaki thereafter refused to vacate the property. The
buyer requested a rent credit of $2,000 for each day Zaki
remained in the property from December 1, 2021 onwards. On
December 7, 2021, the trial court reduced the purchase price for

5 On December 22, 2021, Zaki’s limited scope counsel
sought to be relieved. Zaki hired new counsel for the February 2,
2022 evidentiary hearing. Approximately seven different firms
represented Zaki throughout the dissolution and post-judgment
proceedings.

13
such rent. Los Angeles County Sheriff’s deputies removed Zaki
from the property on December 15, 2021.
E. The Court’s Ruling on Zaki’s RFO
On February 4, 2022, the court issued a minute order
concerning Zaki’s October 22, 2020 RFO. It found Zaki’s
testimony that DeCarolis told Zaki that he did not need to worry
about the loan on the Virginia property because it was an
encumbrance in Luci’s name was “nonsensical, confusing, and
utterly not credible.” In contrast, DeCarolis’s and Luci’s
testimonies were logical and credible, including Luci’s testimony
that the second sentence of paragraph 1A was added because she
was concerned Zaki would not otherwise pay those obligations.
The trial court found “no ambiguity in paragraph 1” and
denied Zaki’s RFO to enforce that paragraph as purportedly
meaning that the community’s proceeds from the sale of the
Sunset property (or alternatively solely Luci’s share of such
proceeds) were to be used to pay the Chase loan. Rather, the
court concluded paragraph 1A provided that Zaki “receive[] the
Virginia Property ‘subject to encumbrances thereon,’ meaning he
gets the property but is also responsible for the encumbrances
(loan).” To assure payment, the court ordered, “The remaining
Chase loan amount, as well as the ‘outstanding obligations’ on
the property, are to be paid out from Zaki’s share of the proceeds
from the sale of the Sunset property.”
On February 25, 2022, the court issued its findings and
order after hearing on Zaki’s October 22, 2020 RFO, which
incorporated the language of its February 4, 2020 minute order.
Zaki timely filed a notice of appeal.

14
 DISCUSSION
A. Request No. 1
1. Standard of Review
We construe an MSA incorporated into a dissolution
judgment under the statutory rules governing the interpretation
of contracts. (In re Marriage of Hibbard (2013) 212 Cal.App.4th
1007, 1012.) “ ‘The ultimate construction placed on the contract
might call for different standards of review. When no extrinsic
evidence is introduced, or when the competent extrinsic evidence
is not in conflict, the appellate court independently construes the
contract. [Citations.] When the competent extrinsic evidence is
in conflict, and thus requires resolution of credibility issues, any
reasonable construction will be upheld if it is supported by
substantial evidence.’ [Citation.]” (In re Marriage of Minkin
(2017) 11 Cal.App.5th 939, 948.) “Appellate courts ‘do not
reweigh evidence or reassess the credibility of witnesses.
[Citation.]’ [Citation.]” (In re Marriage of Balcof (2006) 141
Cal.App.4th 1509, 1531.) We are not bound by the trial court’s
reasoning and may affirm the relief ordered below if it was
correct on any theory. (Young v. Fish & Game Com. (2018) 24
Cal.App.5th 1178, 1192-1193.)
Here, the parties disagree as to the applicable standard of
review. Zaki argues our review is de novo. He observes that the
court found “no ambiguity in paragraph 1,” and thus, must have
interpreted the agreement based solely on its language and not
any extrinsic evidence. Luci, on the other hand, argues our
review should be deferential because the trial court’s decision
turned on the credibility of the parties’ extrinsic evidence. We
further discuss the applicable standard of review below in
connection with our analysis of particular contractual language.

15
 2. General Principles of Contract Interpretation
“ ‘The fundamental goal of contractual interpretation is to
give effect to the mutual intention of the parties. [Citation.] If
contractual language is clear and explicit, it governs. [Citation.]
On the other hand, “[i]f 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.” [Citations.]’ [Citation.] ‘The mutual
intention to which the courts give effect is determined by
objective manifestations of the parties’ intent, including the
words used in the agreement, as well as extrinsic evidence of
such objective matters as 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. [Citations.]’ [Citations.]”
(People v. Shelton (2006) 37 Cal.4th 759, 767; see also In re
Marriage of Hibbard, supra, 212 Cal.App.4th at p. 1013.)
“ ‘Extrinsic evidence is admissible to prove a meaning to
which the contract is reasonably susceptible. [Citations.] If the
trial court decides, after receiving the extrinsic evidence, the
language of the contract is reasonably susceptible to the
interpretation urged, the evidence is admitted to aid in
interpreting the contract. [Citations.] Thus, “[t]he test of
admissibility of extrinsic evidence to explain the meaning of a
written instrument is not whether it appears to the court to be
plain and unambiguous on its face, but whether the offered
evidence is relevant to prove a meaning to which the language of
the instrument is reasonably susceptible.” ’ [Citation.]” (Iqbal v.
Ziadeh (2017) 10 Cal.App.5th 1, 8, quoting Founding Members of

16
the Newport Beach Country Club v. Newport Beach Country Club,
Inc. (2003) 109 Cal.App.4th 944, 955.)
“ ‘California recognizes the objective theory of contracts
[citation], under which “[i]t is the objective intent, as evidenced
by the words of the contract, rather than the subjective intent of
one of the parties, that controls interpretation” [citation]. The
parties’ undisclosed intent or understanding is irrelevant to
contract interpretation. [Citations].’ [Citation.]” (Iqbal v.
Ziadeh, supra, 10 Cal.App.5th at pp. 8-9.)
3. The MSA Unambiguously Requires Zaki to Pay the
Virginia Property Loan
The first and second sentences of paragraph 1A state, “The
[Virginia property] is awarded to Zaki subject to the
encumbrances thereon. Directly from the sales escrow on Sunset,
below, the Los AngelesCity [sic] rent control fees and penalties on
this property shall be paid as well as all other outstanding
obligations on the building in Luci’s name such as the elevator,
pest control, maintnenance [sic], utiltities [sic], etc.”
Zaki argues he is not responsible for the Chase loan
because the loan was in Luci’s name and, under the second
sentence of paragraph 1A, all obligations under Luci’s name were
to be paid from the Sunset property sales escrow. To resolve his
contention, we begin by considering whether the loan falls within
the term “encumbrance” in the first sentence or “obligation” in
the second sentence. If it is the first, then the loan is Zaki’s
responsibility. If it is the second, then the loan is to be paid
“[d]irectly from the sales escrow” from the Sunset property.
At first glance, the Chase mortgage arguably could fall
within the definitions of both “obligation” and “encumbrance.”
An obligation is “an amount of money owed under a commitment

17
to pay a particular sum.” (Merriam-Webster Unabridged
Dictionary [as of Mar. 20, 2024].) An
encumbrance is “a burden or charge upon property[;] a claim or
lien upon an estate that may diminish its value specifically[;] any
interest or right in land existing to the diminution of the value of
the fee but not preventing the passing of the fee by conveyance.”
(Merriam-Webster Unabridged Dictionary
https://unabridged.merriam-
webster.com/unabridged/encumbrance [as of Mar. 20, 2024]; see
also Oxford English Dictionary <
https://www.oed.com/search/advanced/Meanings?textTermText0=
encumbrance&textTermOpt0=WordPhrase> [as of Mar. 20, 2024]
[encumbrance, as used in legal parlance, means, “A burden on
property: ‘A claim, lien, liability attached to property; as a
mortgage, a registered judgment, etc.’ ”].) Given these
definitions, the term encumbrance more specifically describes the
Chase mortgage, which supports a construction of the first
sentence of paragraph 1A that the mortgage loan properly falls
within that term and not the later contractual language
concerning obligations. (Rest.2d Contracts, § 203, subd. (c)
[“specific terms and exact terms are given greater weight than
general language”].)
We further reject Zaki’s construction because it renders the
phrase “subject to the encumbrances thereon” superfluous. If
there were any encumbrances on the Virginia property that were
not solely in Luci’s name, then the phrase “subject to the
encumbrances thereon” would still have meaning even if the
Chase loan fell within the second sentence category of “all other
outstanding obligations.” However, if all the encumbrances on

18
the Virginia property were in Luci’s name only, Zaki’s
interpretation would render the phrase “subject to the
encumbrances thereon” mere surplusage because under his
construction everything that could possibly be an encumbrance
would be an obligation.
The uncontradicted extrinsic evidence offered in relation to
Zaki’s RFO established that at the time the parties entered into
the MSA, the Virginia property and Chase loan were in Luci’s
name only and there were no debts in Zaki’s name on the
Virginia property. Indeed, the Chase loan was the only
encumbrance on that property identified in the evidence and
testimony. We interpret contracts to give effect to every part and
avoid constructions that render terms surplusage. (See Civ.
Code, § 1641 [providing contracts should be interpreted “so as to
give effect to every part”]; Code Civ. Proc., § 1858 [“In the
construction of a[n] . . . instrument, the office of the [j]udge 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”]; Rice v. Downs (2016) 248 Cal.App.4th 175,
186 [“An interpretation that leaves part of a contract as
surplusage is to be avoided”].) Thus, to give effect to every part of
the MSA, the Chase loan must belong to the first sentence
category of encumbrances on the Virginia property, meaning that
it is Zaki’s sole responsibility.
Moreover, “[u]nder the principle of ejusdem generis, where
specific words follow general words in a contract, the general
words are construed to embrace only things similar in nature to
those enumerated by the specific words. (See Nygård v. Uusi-

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Kerttula (2008) 159 C[al].A[pp].4th 1027, 1046 . . . [phrase ‘any
information, knowledge or data of the [c]ompany’ was construed
in light of kinds of protected information enumerated in following
sentence].)” (1 Witkin, Summary of Cal. Law (11th ed. 2023)
Contracts, § 764.) Here, the second sentence limits what falls
into the category of “all other outstanding obligations on the
building in Luci’s name” by describing them to be things “such as
the elevator, pest control, maintnenance [sic], utiltities [sic], etc.”
In other words, the obligations to be paid from the Sunset
property sales escrow are all of a similar character—namely,
regular maintenance, utilities, and other operating costs related
to an apartment building. A mortgage of over $1.5 million is of a
significantly different nature. The mortgage is nowhere
mentioned in the example list of obligations, and given the size of
the mortgage as well as the possible impact to the Virginia
property of it going unpaid, it is illogical for the parties not to
have called it out (as they did with much more minor matters
such as “pest control” expenses) if the mortgage was meant to be
included in that category.
Thus, pursuant to our de novo review, and having
determined the extrinsic evidence adduced shows the MSA is not
reasonably susceptible to Zaki’s interpretation, we conclude the
MSA’s language makes Zaki alone financially responsible for the
mortgage loan on the Virginia property.
The MSA did not state that Zaki’s share of the proceeds
from the sale of the Sunset property would be used to pay the
Chase loan, although that was the source of funds the court
ultimately ordered used to satisfy Zaki’s obligation. But a family
court has broad discretion to fashion orders necessary to enforce
a judgment. (See Fam. Code, § 290 [“A judgment or order made

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or entered pursuant to this code may be enforced by the court by
execution, the appointment of a receiver, or contempt, or by any
other order as the court in its discretion determines from time to
time to be necessary”].) The court was presented with an RFO to
enforce the judgment. Given the disputes over payment and a
myriad of other issues between the parties, and concern over
whether Zaki would make good on any order to pay off the
mortgage to take Luci’s name off the encumbrance, it was within
the court’s discretion to resolve that RFO by ordering that the
Chase loan be paid from Zaki’s share of the Sunset property sale
proceeds to ensure Zaki fulfilled his responsibility under the
judgment.
4. The MSA Provided the “Outstanding Obligations”
Were Zaki’s Responsibility
Unlike the mortgage loan issue, we do not resolve Zaki’s
argument that paragraph 1A of the MSA requires Luci to share
in the payment of rent control fees, penalties, utilities, and other
obligations on the Virginia property on the basis of unambiguous
contract language. Luci’s construction of the MSA as making
Zaki solely responsible for these obligations is straightforward.
The MSA says that “[a]ll such obligations shall be transferred to
Zaki’s name immediately upon Luci’s transfer [of the Virginia
property] to him,” awards him the property, and states that the
court, in signing the MSA as a stipulated order, “mak[es] these
orders effective immediately as temporary orders pending the
filing of the judgment.” This suggests that Zaki became
financially responsible for the Virginia property obligations as of
the date of the MSA.
On the other hand, the construction offered by Zaki’s
counsel also has some plausibility. Nothing in paragraph 2

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concerning the application of the Sunset property sales proceeds
addresses payment of the Virginia property obligations. Instead,
paragraph 2C states that after certain other specifically named
expenses are paid, “[t]he remaining proceeds . . . shall be
awarded one-half to each party.” When read along with
paragraph 1A, paragraph 2C could potentially be read to suggest
the Virginia property operating obligations were to be paid one-
half by each party.
Substantial extrinsic evidence supports the interpretation
of this language as meaning that Zaki alone is responsible for
payment of these obligations and requires affirmance of the trial
court’s construction. (In re Marriage of Minkin, supra, 11
Cal.App.5th at p. 948 [“ ‘When the competent extrinsic evidence
is in conflict, and thus requires resolution of credibility issues,
any reasonable construction will be upheld if it is supported by
substantial evidence’ ”].) While Zaki’s lawyers argue both parties
were 50 percent responsible each for paying the “obligations”
referenced in the second sentence of paragraph 1A, Zaki himself
testified differently. He claimed Luci was 100 percent
responsible for paying these obligations—a position that has zero
textual support, and understandably led the court to find his
testimony not credible.
Luci, on the other hand, testified that during settlement
negotiations she did not assume responsibility for all liabilities in
her name. She further clarified “it was both of our intentions
that whatever property [we] each got we are responsible for our
individual debts. It was never my intention to give him Virginia
and pay for . . . all his expenses.” Further, DeCarolis’s testimony
supports an interpretation that the use of the word “escrow” was
meant to indicate simply that the obligations were to be paid

22
from the Sunset property sales proceeds before they were
distributed to the parties. He testified that the Virginia property
was “the one that Zaki had control over,” and Luci was concerned
“vendors and taxes and so forth that were in [her] name” would
not be paid. Thus, the second sentence was added to clarify that
the obligations would be paid directly by Zaki from the Sunset
property sales escrow. He stated the obligations were not “just
transferred into Zaki’s name” because the vendors would not just
leave Luci alone when there were amounts due that had
previously been under her name.
B. Request No. 2
Zaki argues the court should not have dismissed his
request No. 2 for an order requiring the “sums due to elevator,
pest control, maintenance, [and] utilities” without taking
evidence on the issue. This requested order is moot as we find
the trial court correctly held that Luci was not responsible for
any portion of these expenses on the Virginia property.
Accordingly, the court did not err in refusing to further consider a
request for an order that Luci contribute a specific amount to
defray those expenses.

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 DISPOSITION
The judgment is affirmed. Luci is awarded her costs on
appeal.
NOT TO BE PUBLISHED

WEINGART, J.

We concur:

ROTHSCHILD, P. J.

BENDIX, J.

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