Respondent Canaan Taiwanese Christian Church (CTCC), a California nonprofit religious corporation, brought an unlawful detainer action against All World Mission Ministries (AWMM), a California nonprofit religious corporation, doing business as World Mission Prayer Center (World Mission). On appeal, AWMM asserts that the court's "Order Granting Plaintiff's Ex Parte Application for Order Compelling Execution of Settlement Agreement" improperly compelled its pastor, who was not a party to the action, to sign the written settlement agreement in his individual capacity.
Respondent CTCC's complaint for unlawful detainer alleged the following facts. On or about January 1, 2009, respondent CTCC, as lessor, and World Mission, as lessee, entered into a written lease of three separate properties in Mountain View: 1904 Silverwood Avenue, 184 Farley Avenue, and 196 Farley Avenue. One property was leased "for the operation of a church and any ancillary activities related thereto" and two properties were leased "for residential purposes only." The lease agreement, dated January 1, 2009, but apparently executed February 27, 2009, reflects that both Tai Koan Lee, pastor, and John C. Yu, elder, executed it on behalf of World Mission. The lease referred to an option agreement, dated February 27, 2009, between the same parties giving World Mission an option to purchase the same properties.
The complaint further alleged that on or about September 9, 2010, respondent CTCC served World Mission with written three-day notices to quit. According to the complaint, "World Mission failed to cure the breach and the written Lease was effectively terminated as of September 12, 2010." "Notwithstanding the termination of the Lease," respondent CTCC and World Mission entered into three separate agreements for respondent CTCC to sell the properties to World Mission. Respondent CTCC permitted World Mission and its employees and agents to remain on the property and the sale agreements provided that rent was to be applied to the sales price. The complaint averred that World Mission breached the terms of the sale agreements and they were terminated by notice as of March 10, 2011; respondent CTCC served written three-day notices to pay or quit the premises as to each property.
On May 18, 2011, the date set for trial, the parties agreed to settlement talks with the trial judge. The parties were represented by counsel. Respondent's CEO David Weng was present on behalf of respondent CTCC and Pastor Lee was present on behalf of appellant AWMM. After discussions off the record, respondent CTCC's counsel recited the parties' settlement agreement on the record before the court.
The agreement required, among other things, the surrender of the two residential properties, one immediately and the other within three weeks of the hearing. It provided that, "upon surrender of the residential properties [appellant AWMM], including Pastor Tai Koan Lee, shall not return to the
The parties' agreement provided that the third property would be the principal place of business for AWMM and the parties would enter into a new, four-month lease that provided for prepaid, nonrefundable rent. Upon expiration of this lease, appellant would be required to vacate the premises. With respect to this property, "any personal property or items left behind upon the date of surrender shall be disposed of at [appellant]'s expense without notice and without any requirement or obligation of [respondent] to maintain said items."
The agreement provided an exclusive opportunity for appellant AWMM to purchase the church property on specified terms by a certain date. It also provided for the disposition of sums presently held in escrow or in respondent CTCC's possession.
The oral settlement agreement provided: "Pursuant to Civil Code Section 1542, [appellant AWMM] and Pastor Tai Koan Lee hereby release any and all claims to ownership, legal or equitable, or damages of any kind relating to the properties at issue herein, any of [respondent CTCC's] employees, agents or representatives, or any agreement, including but not limited to prior purchase and sale agreements, the lease of January 1st, 2009, and the option agreement."
It also stated: "The new lease and the contemplated commercial purchase and sale agreement regarding the property shall supersede all prior agreements between [respondent] and [appellant]. Pastor Tai Koan Lee as president and CEO of All World Ministries hereby authorizes Eugene Chen to enter into this settlement, the new lease and the separate contemplated commercial purchase and sale agreement, as the authorized agents and representative of [appellant]. [¶] Pastor Lee and John Yu shall co-sign all such agreements acknowledging their approval of same."
The parties' settlement provided that CTCC was entitled to a stipulated judgment of possession and issuance of an immediate writ of possession without notice if appellant AWMM failed to timely surrender any of the properties. It provided for the unlawful detainer action to "be stayed for a period of six months" and for respondent to "dismiss the action with prejudice provided [appellant] fully complies with the terms of this agreement." Under the settlement, the court retained jurisdiction under Code of
The trial court separately asked respondent's CEO, David Weng, whether he understood the agreement that had been stated for the record and whether he committed to the agreement on behalf of respondent CTCC. Weng answered, "Yes," to both questions. The court asked Pastor Lee whether he heard and understood the terms of the agreement and whether he was authorizing Chen to bind appellant AWMM to the agreement. Lee answered, "Yes." Both Pastor Lee and Chen answered "Yes" when the court then asked whether they had "heard and understood the terms of the agreement" and "agree[d] on behalf of [appellant AWMM], that [appellant AWMM] is bound to those terms."
At the end of the hearing, an attorney for respondent CTCC informed the court that respondent's counsel would prepare a written settlement agreement reflecting the oral agreement and a stipulated judgment and requested that opposing counsel review, sign, and return the documents to respondent's counsel within 10 days. Counsel for appellant indicated they would do so.
Respondent CTCC subsequently filed an ex parte application for a court order to compel execution of the proposed written settlement agreement. One of respondent's claims was that Pastor Lee was refusing to sign the formal written settlement agreement in his individual capacity. The supporting declaration of respondent's attorney did not provide any additional evidence with regard to the meaning of the terms of the oral settlement before the court.
Appellant AWMM filed opposition. It argued among other things that the release term of the settlement agreement should not "be construed as requiring Pastor Lee to sign a release in his personal capacity." Appellant asserted that "[t]his term was not discussed or agreed upon by the parties..." and "Pastor Lee is not a party in this case." It further contended: "[Appellant] would suffer no harm if Pastor Lee did not sign this agreement in his personal capacity. Pastor Lee has already relinquished the residential property that he inhabited back to Plaintiff. The only unresolved issues in the settlement agreement pertain to the Church property, which is occupied by [AWMM] and not by Pastor Lee. Pursuant to the terms of the written agreement, [AWMM] would be releasing its claims on behalf of itself and on behalf of all heirs, assigns, employees, agents and representatives, which would include Pastor Lee." It claims that "the only reason for [respondent CTCC] to request Pastor Lee's signature is to embarrass and harass Pastor Lee." The supporting declaration of appellant's counsel did not provide any additional evidence regarding the meaning of the terms of the oral settlement before the court.
AWMM filed a notice of appeal.
Respondent first argues that appellant lacks standing to appeal the order against Pastor Lee.
In Teitelbaum Furs, Inc. v. Dominion Ins. Co. (1964) 231 Cal.App.2d 80 [41 Cal.Rptr. 597] (Teitelbaum Furs), the trial court entered a judgment awarding both costs of suit and costs on appeal against plaintiff corporations and against Albert Teitelbaum, individually. (Id. at p. 81.) Teitelbaum was not a party to the action and he did not appeal. (Id. at pp. 80-81.) The plaintiff corporations appealed, challenging the judgment insofar as it granted relief against Teitelbaum as an individual. (Id. at p. 81.) The appellate court concluded that the plaintiff corporations were "not aggrieved by that portion of the judgment" and dismissed the appeal. (Id. at p. 82.)
Appellant AWMM maintains that Pastor Lee did not agree to sign a written settlement agreement in his personal capacity and, since Pastor Lee was not a party to the lawsuit or to the underlying agreements that gave rise to this action, the oral settlement agreement must be reasonably understood as including Pastor Lee's release of respondent CTCC in only his representative capacity, that is on behalf of AWMM.
Here, Pastor Lee was not a party to the unlawful detainer action. The parties' settlement agreement was orally presented by respondent's counsel. Pastor Lee was present in the courtroom in his capacity as CEO and president of appellant. At the end of the hearing, the pastor acknowledged, upon inquiry by the court, that he heard and understood the terms of the agreement, the pastor confirmed that he (implicitly as appellant's representative) was authorizing Chen to execute the new agreements on behalf of appellant AWMM, and the pastor agreed, on behalf of appellant AWMM, that appellant AWMM was bound to its terms.
Even though Pastor Lee had apparently occupied one of the residential properties as appellant's pastor,
Nevertheless, respondent argues that the oral settlement's release term "has two subjects — Defendant and Lee" ("[d]efendant [AWMM] and Pastor Tai Koan Lee hereby release any and all claims") and the inclusion of Pastor Lee served "no purpose" unless it meant that the pastor released such claims in his personal capacity. We are not persuaded.
Neither this court nor the superior court can rewrite the oral settlement agreement or add what was omitted. (See § 1858 ["In the construction of a[n] ... instrument, the office of the Judge is simply to ascertain and declare what is in terms or in substance contained therein, not to insert what has been omitted ...."]; Weddington Productions, Inc. v. Flick, supra, 60 Cal.App.4th at p. 810 ["nothing in section 664.6 authorizes a judge to create the material terms of a settlement, as opposed to deciding what terms the parties themselves have previously agreed upon"]; cf. Reed v. Murphy (1925) 196 Cal. 395, 399 [238 P. 78] ["if a consent judgment or decree is different from or goes beyond the terms of the stipulation which forms its basis it may be set aside upon appeal or by other appropriate procedure, as it would not be in reality a consent judgment"].) The court below could not properly compel Pastor Lee, in his individual capacity, to release claims against respondent CTCC or sign the proposed written agreement.
We questioned whether the superior court had personal jurisdiction over Pastor Lee and asked the parties for supplemental briefing addressing the issue.
The appellate record does not disclose that Pastor Lee made a general appearance in his individual capacity in the unlawful detainer action. The mere fact that the pastor was present in the courtroom as appellant's representative when the parties' oral settlement agreement was placed on the record, or affirmed that he understood the settlement agreement's terms, or agreed on appellant AWMM's behalf that appellant AWMM was bound to its terms did not give the superior court personal jurisdiction over him as an individual.
Moreover, even if the pastor had agreed outside of court to release personal claims against CTCC or to be personally governed by the parties' settlement of the pending action, the parties' agreement to settle set forth orally before the court did not confer personal jurisdiction over him and make him subject to an enforcement order in this action. (Cf Tokio Marine & Fire Ins. Corp. v. Western Pacific Roofing Corp. (1999) 75 Cal.App.4th 110, 119-124 [89 Cal.Rptr.2d 1] [nonparty insurer's agreement to be bound by the result of litigation between the insured and other parties did not confer personal jurisdiction over insurer and court could not add the insurer to judgment as a judgment debtor pursuant to § 664.6].)
The superior court's Order Granting Plaintiff's Ex Parte Application for Order Compelling Execution of Settlement Agreement is reversed. Appellant is entitled to costs on appeal.
Rushing, P. J., and Premo, J., concurred.