McKINSTER, Acting P. J.
Plaintiff and appellant Christie Hudson Hoehn (plaintiff) appeals an order awarding costs of $2,806 to defendant and respondent Giselle Ramiro
Plaintiff was apparently formerly married to defendant Randy Hoehn.
Plaintiff filed the civil action on July 28, 2005. Various management conferences, discovery, and other proceedings were held in the civil action between 2005 and December 2006. On December 1, 2006, the parties entered into a stipulation that the civil action would be "fully completely decided" by binding arbitration before a named arbitrator. The parties retained the same discovery rights in arbitration as they would before the court, and vacated the trial date and other pending proceedings.
Following the stipulation to binding arbitration, proceedings in the civil court took place from time to time, to report on the progress of the arbitration. For example, in April 2007, on an order to show cause (OSC) concerning arbitration and case management conference, the register of actions shows special appearances in the presence of the courtroom clerk, with the notation that the matter was still in binding arbitration. In June 2007, without any arbitration hearings having taken place, plaintiff asked that the arbitration be continued pending the outcome of the dissolution proceedings. In December 2007, the parties appeared before the court to report that the arbitration still had not been held. In July 2008, at a case management conference, the parties reported to the court that they planned to have the matter go to arbitration after the dissolution matter was tried. In December 2008, the parties to the civil case again requested a continuance, because "A related Family Law trial is scheduled this month." In March 2009, the parties appeared on the clerk's calendar to report that the arbitration had not yet been completed.
According to plaintiff, "[a]t some point, the dissolution action was submitted to [the family law court] for adjudication and decision." Plaintiff and Randy reached a stipulated judgment in the dissolution action in approximately December 2008. As part of the stipulated judgment in the dissolution action, plaintiff agreed (and was ordered) to dismiss the civil action. The stipulated dissolution judgment also assertedly contained an agreement that each party would bear his or her own costs and attorney fees in the civil action.
Consistent with the settlement reportedly reached in the dissolution action, the register of actions in the civil case shows that, in April 2009, the court held a case management conference. The conference was attended by one of the attorneys for plaintiff, by defense counsel, and by Randy, but defendant was not present. At this hearing, the parties apparently reported that the case had settled. The matter was continued for court proceedings for dismissal after settlement.
In June 2009, at an OSC regarding the pending dismissal, defense counsel requested a continuance because the dissolution matter was still pending. In September 2009, the case was returned from arbitration to the civil active list; plaintiff duly dismissed the civil action on September 4, 2009.
On September 17, 2009, Randy filed an initial memorandum of costs in the civil action. On September 29, 2009, defendant filed an "amended" memorandum of costs. The memorandum of costs sought recovery of filing and motion fees, and deposition costs, among other things.
Plaintiff filed a motion to tax costs, asserting the stipulation in the dissolution action, that each party had agreed to bear its own costs and attorney fees as to the civil action. Plaintiff argued that the memorandum of costs was frivolous, particularly as to Randy, who was a party to the dissolution action. Plaintiff therefore requested sanctions.
Defendant responded that she was not a party to the dissolution action, and that the stipulations entered between the parties to that action were not binding upon her. Defendant was a party to the civil action; plaintiff dismissed the action with prejudice without ever having held trial or arbitration proceedings; defendant was therefore a prevailing party in the civil action and entitled to her costs.
Plaintiff filed a reply arguing that the parties in the civil action had appeared before the arbitrator and agreed to dismiss the civil case once the dissolution action was resolved, and further agreed that each party in the civil case would bear his or her own costs and attorney fees. This arbitral agreement was communicated to the judge hearing the dissolution action and was thus implemented as part of the dissolution stipulated judgment. Plaintiff's counsel filed a declaration averring that "at a date, that the undersigned cannot recall, there was at least one hearing and perhaps two before [the arbitrator] in an attempt to resolve the civil action. The civil action itself was not resolved, other than it was finally agreed in the presence of [the arbitrator] and in the presence of [plaintiff's attorney] and either Randy or [defendant] and/or their attorney[,] that the arbitration of the civil action would be stayed pending resolution of the dissolution of marriage action, and that once the dissolution action was settled the civil action would be dismissed with each party to bear their own attorney's fees and costs." Therefore, the dissolution judge, "in ordering complete dismissal with each party to bear their own costs in the civil action, was thus implementing [the arbitrator's] order based upon the agreements made by the parties in the civil action before [the arbitrator]."
Plaintiff's reply also for the first time raised the possibility that the trial court in the civil action had no jurisdiction to hear the motion for costs at all, because the "parties submitted a written Stipulation and there is a written Order of the Court providing that all issues would be decided through binding arbitration . . . . It may very well be that this Court should refer this matter to [the arbitrator] for a final decision, particularly in view of [plaintiff's] contention . . . that an agreement was reached before [the arbitrator] by all parties, including [defendant], to dismiss the civil action with prejudice, with all parties bearing their own attorney's fees and costs . . . ."
Defendant responded again, denying that there had been any such stipulation or agreement with the arbitrator, i.e., that each party would bear his or her own costs in the civil action. Defendant pointed out that the declaration of plaintiff's attorney was sorely lacking, in that he could not remember when the purported agreement with the arbitrator had taken place, nor who had been present at any such proceedings. Defendant flatly denied attending any such hearing with the arbitrator, and denied any agreement to waive her costs. Her former attorney filed a similar declaration, denying any agreement before the arbitrator to waive costs in the civil action.
The hearing on the motion to tax costs was heard on March 18, 2010. The trial court found that the agreement in the dissolution action was not binding on defendant, as she was not a party to that action. It did tax some minor items of costs as duplicative or unauthorized, but awarded the bulk of the items requested, totaling $2,806.
Plaintiff has now appealed, raising the sole contention that the trial court was, by reason of the stipulation for arbitration, without jurisdiction to decide any issue of costs after dismissal.
Plaintiff contends that the trial court "abused its discretion" in assuming jurisdiction over defendant's motion for costs. However, abuse of discretion is an inappropriate standard.
Whether a court has jurisdiction over some matter generally presents a question of law, and is reviewed independently. (See Aquila, Inc. v. Superior Court (2007) 148 Cal.App.4th 556, 568 ["`On review, the question of jurisdiction is, in essence, one of law. When the facts giving rise to jurisdiction are conflicting, the trial court's factual determinations are reviewed for substantial evidence. [Citation.] Even then, we review independently the trial court's conclusions as to the legal significance of the facts. [Citations.]'"].)
In addition, the issue here—concerning whether "jurisdiction" over the issue of posttrial costs rested with the court or with the arbitrator—depends upon the interpretation of one or more agreements of the parties. There are several possible agreements at issue here: the settlement in the dissolution action, the stipulation in the civil action to submit the matter to binding arbitration, and the proffered evidence of a separate conference before the arbitrator, at which defendant may or may not have been present, and at which each of the parties to the civil action supposedly agreed to bear his or her own trial costs.
"`Marital settlement agreements incorporated into a dissolution judgment are construed under the statutory rules governing the interpretations of contracts generally.' [Citation.]" (In re Marriage of Simundza (2004) 121 Cal.App.4th 1513, 1518.) Similarly, stipulations are contracts, to be interpreted according to contract law. (See Winograd v. American Broadcasting Co. (1998) 68 Cal.App.4th 624, 632.)
Questions of contract interpretation are subject to de novo review unless the interpretation turns on the credibility of extrinsic evidence. (Parsons v. Bristol Development Co. (1965) 62 Cal.2d 861, 865.) Here, plaintiff did offer extrinsic evidence of the separate hearing before the arbitrator, at which it was supposedly agreed that the parties to the civil action would each assume his or her own costs.
"`The trial court's determination of whether an ambiguity exists is a question of law, subject to independent review on appeal. [Citation.] The trial court's resolution of an ambiguity is also a question of law if no parol evidence is admitted or if the parol evidence is not in conflict. However, where the parol evidence is in conflict, the trial court's resolution of that conflict is a question of fact and must be upheld if supported by substantial evidence.' [Citation.]" (DVD Copy Control Assn., Inc. v. Kaleidescape, Inc. (2009) 176 Cal.App.4th 697, 713.) Here, the proffered parol evidence (i.e., as to the separate agreement reached before the arbitrator concerning costs) was vigorously disputed. Thus, we review the trial court's factual resolution of that dispute for substantial evidence. Otherwise, the proper standard of review is de novo, on the legal issue of the proper interpretation of the relevant agreement(s).
The general rules of construction apply. That is, contracts are to be interpreted to give effect to the mutual intention of the parties. (Civ. Code, § 1636; Hess v. Ford Motor Co. (2002) 27 Cal.4th 516, 524.) First resort in ascertaining intent is to the contract language; that language controls if it is clear and explicit. (Civ. Code, §§ 1638, 1639; Palmer v. Truck Ins. Exchange (1999) 21 Cal.4th 1109, 1115.) Where necessary, a contract may be interpreted by reference to the circumstances under which it was made, or the matter to which it relates. (Civ. Code, § 1647; La Jolla Beach & Tennis Club, Inc. v. Industrial Indemnity Co. (1994) 9 Cal.4th 27, 37.) Extrinsic or parol evidence may be used to explain ambiguity, context or related matter. (Kavruck v. Blue Cross of California (2003) 108 Cal.App.4th 773, 782.) Keeping these principles in mind, we turn to the task of interpreting the relevant agreements.
As noted, there are three possible agreements at issue: the stipulated settlement in the dissolution action, the stipulation in the civil action to submit the matter to binding arbitration, and the separate agreement to waive costs, supposedly reached among the arbitrator and the parties to the civil action.
The settlement in the dissolution action, between plaintiff and Randy, her former husband, offers plaintiff no solace. Defendant was not a party to that action, and thus not a party to that agreement. Plaintiff below attempted to argue that the family law judge somehow assumed jurisdiction over all the parties, including the parties to the civil action. Plaintiff does not reiterate this argument on appeal. (Cf. EEOC v. Waffle House, Inc. (2002) 534 U.S. 279, 294 [122 S.Ct. 754, 151 L.Ed.2d 755] ["It goes without saying that a contract cannot bind a nonparty."].)
Plaintiff's main argument is that the stipulation to submit the civil action to binding arbitration stated the matter would be "fully completely decided" by the named arbitrator, and that the stipulation thus necessarily included all issues, including any postjudgment award of costs.
Plaintiff starts by overstating what was agreed to be submitted to arbitration. She argues, for example, that the issue is whether the trial court "exceed[ed] its jurisdiction by ruling on [defendant's] Memorandum of Costs rather than sending the matter back to the arbitrator to decide in conformity with the stipulations that the dissolution action and the civil action would both be completely decided by the arbitrator?" (Italics added.) The difficulty is that there is no evidence that the parties ever agreed that both actions would be "completely decided by the arbitrator."
To the contrary, the parties submitted the civil action for decision by the arbitrator, but left the dissolution action to be decided by the family law court. The dissolution action was never agreed to be submitted to or decided by the arbitrator; had that been the case, there would have been no further proceedings in the family law court. Proceedings toward settlement went forward in the family law court independent of the civil action. The arbitration in the civil action was continued on numerous occasions, and indeed no arbitration proceedings in the civil action ever took place, precisely because the parties were litigating actively, and awaiting resolution, in the family law court. The record wholly belies any notion that all issues in both actions were to be decided by the arbitrator.
Leaving aside the issue of whether the dissolution issues were intended to be included in the scope of arbitration, plaintiff still contends that the stipulation to arbitrate the civil action included arbitration of any postjudgment motion for costs. The stipulation itself recited that "This matter shall be fully completely decided through binding arbitration." Plaintiff urges that this language must be read to include any award of costs.
We disagree. The submission of a "matter" to binding arbitration does not necessarily divest the trial court of all jurisdiction over the case. Code of Civil Procedure section 1293 provides, for example, for court enforcement of a binding arbitration award. Code of Civil Procedure section 1293.2 further provides, "The court shall award costs upon any judicial proceeding under this title," i.e., arbitration proceedings. The submission of a case to binding arbitration thus does not necessarily or always encompass having the arbitrator decide issues of costs to be awarded after judgment or completion of the case. Thus, looking to the circumstances under which the stipulation for binding arbitration was made, there is no necessary implication, even when submitting the matter to be "fully completely decided," that the trial court supervising the arbitration proceedings would be divested of all jurisdiction to decide a postjudgment award of costs. (Civ. Code, § 1647; La Jolla Beach & Tennis Club, Inc. v. Industrial Indemnity Co., supra, 9 Cal.4th at p. 37.)
"Contractual language is ambiguous if it is susceptible [to] more than one reasonable interpretation in the context of the policy as a whole." (American Alternative Ins. Corp. v. Superior Court (2006) 135 Cal.App.4th 1239, 1246.) "In determining whether an ambiguity exists, a court should consider not only the face of the contract but also any extrinsic evidence that supports a reasonable interpretation." (Ibid.)
Plaintiff herself believed the matter ambiguous enough to proffer extrinsic evidence on the question: She submitted her counsel's declaration to show that the costs issue actually had been presented to the arbitrator, and an agreement reached among all the parties in the arbitrator's presence—that each party would bear his or her own costs.
The extrinsic evidence, in effect of a third agreement, was contested below. Defendant pointed out that plaintiff's counsel's declaration was lacking in foundation or credibility. Counsel could not remember when the supposed hearing had taken place. His declaration was uncertain as to who was present: "either Randy or [defendant] and/or their attorney." (Italics added.) Counsel's declaration was consistent with the possibility that the purported agreement reached in front of the arbitrator was attended only by plaintiff's counsel and Randy. Randy was a party to the dissolution action and agreed in that action to waive his costs in both the dissolution and the civil action. But the declaration was wholly insufficient to establish that any such agreement was actually made by defendant or her counsel. Defendant not only attacked plaintiff's evidence, but also submitted counter-declarations of herself and her former attorney, flatly denying that any such hearing before the arbitrator had taken place, and averring that she had never made any such agreement to waive costs.
The trial court resolved this factual dispute against plaintiff. "When the competent parol evidence is in conflict, and thus requires resolution of credibility issues, any reasonable construction will be upheld as long as it is supported by substantial evidence. [Citation.]" (Winet v. Price (1992) 4 Cal.App.4th 1159, 1166.) Here, substantial evidence supported the trial court's resolution of the credibility issue, and thus we uphold the trial court's determination that no such independent agreement to waive costs existed.
That the trial court was not divested of jurisdiction to determine the postjudgment issue of costs, is also supported by the circumstances under which the contract was made, the object of the agreement, and the conduct of the parties. (See Morey v. Vannucci (1998) 64 Cal.App.4th 904, 912 ["The mutual intention to which the courts give effect is determined by objective manifestations of the parties' intent, including . . . 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.]"].) There was no clear intent here that all issues be decided by the arbitrator, because the parties continued to litigate the dissolution action independently. The general statutory provision for postarbitration awards of costs by the trial court also indicates that submitting a case to arbitration, even for "full[] complete[] deci[sion]" by an arbitrator, does not necessarily imply that the arbitrator's decision will encompass a postjudgment motion for costs. Here, also, the parties moved to restore the case to the civil active list before entering the dismissal. Thus, they intended the trial court, not the arbitrator, to conduct the judgment (dismissal), and presumably postjudgment, proceedings. The parties had agreed to submit their civil dispute to binding arbitration, but so far as the record shows, no arbitration proceedings of any kind ever took place. Even the notation that the case had settled appears in a case management conference proceeding in the trial court; there is no record of any arbitration proceedings whatsoever. The object of making the arbitration agreement was never fulfilled.
All of these factors militate against a conclusion that the agreement to arbitrate the civil action included a term to divest the trial court of all power to hear a postdismissal motion for costs.
None of the three proffered agreements demonstrates that the trial court was without jurisdiction to determine defendant's motion for costs. The stipulation in the dissolution action, while it covered an agreement between plaintiff and Randy to waive costs as to both the dissolution action and the civil action, did not bind defendant. She was not a party to that agreement.
Although the agreement (to which defendant was a party) to submit the civil action to binding arbitration included broad language ("This matter shall be fully completely decided through binding arbitration"), that language did not, under all the circumstances, intend specifically to preclude the trial court from deciding the motion for costs, particularly in light of the failure of its object (no arbitration proceedings were ever conducted) and the other circumstances surrounding the agreement (including the existence of a statutory procedure for the court to award costs postarbitration, and the conduct of the parties in restoring the case to the civil active list).
The trial court found no separate agreement concerning trial costs (the potential third agreement or contract, supposedly entered into in the presence of the arbitrator). We defer to the trial court's determination of this factual matter, presented upon conflicting evidence and dependent upon the resolution of credibility issues.
Plaintiff has failed to show that the trial court was divested, by any agreement of the parties or otherwise, of jurisdiction to determine the costs issue.
The order awarding costs to defendant and respondent Giselle Ramiro is affirmed. Respondent is awarded her costs on appeal.
We concur:
MILLER, J.
CODRINGTON, J.
