Filed 9/10/15 Eldridge v. Village Trailer Park CA2/3

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS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 certified for 

publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication 

or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION THREE

CATHERINE ELDRIDGE,

Plaintiff, Cross-defendant and 

Respondent,

v.

VILLAGE TRAILER PARK, INC., et al.,

Defendants, Cross-complainants and 

Appellants.

 B249456

 (Los Angeles County

 Super. Ct. No. BC465320)

APPEAL from a judgment of the Superior Court of Los Angeles County, Cesar C. 

Sarmiento, Judge. Affirmed.

Horvitz & Levy, David M. Axelrad, Felix Shafir; McKenna, Long & Aldridge, 

David R. Krause-Leemon and Michelle K. Sugihara for Defendants, Cross-complainants 

and Appellants.

Campbell & Farahani, Frances M. Campbell and Nima Farahani for Plaintiff, 

Cross-defendant and Respondent.

_________________________
2

INTRODUCTION

Defendants Village Trailer Park, Inc. (VTP), Village Trailer Park, LLC 

(VTP LLC), and Marc Luzzatto (defendants) appeal from the declaratory judgment in 

favor of plaintiff Catherine Eldridge that interpreted a settlement agreement entered into 

on the record in a earlier lawsuit. Exercising de novo review, we conclude that the 

agreement is not reasonably susceptible of defendants’ construction. Accordingly, we 

affirm the judgment.

FACTUAL AND PROCEDURAL BACKGROUND

1. The parties

Eldridge is a resident in space number F-12 of the Village Trailer Park, a mobile

home park in Santa Monica (the park), whose tenants are mostly senior citizens. 

Defendants are the owners or managers of the park. Marc Luzzatto was a principal of 

both VTP LLC and VTP. 

2. The McNama settlement

In 2000, residents of the park, including Eldridge, filed a complaint against VTP

alleging nuisance and breach of warranty of habitability, among other causes of action,

for the defendant’s failure to maintain electrical, water, sewage, gas, and other facilities 

in the park. (McNama v. Village Trailer Park, Inc. (Super. Ct. L.A. County, 2003, 

Case No. SC062254) (McNama).) The plaintiffs alleged that the defendant forced the 

plaintiffs to live in “filth and degradation,” and “squalor” by ignoring known hazardous 

conditions. The complaint also alleged that mobile homes are very costly to move and 

highly susceptible to damage if moved; there was an extreme shortage of mobile home

rental spaces in the park’s vicinity, and so unable to move easily, plaintiffs were 

vulnerable and placed in an unequal bargaining position. The McNama complaint

alleged further that the defendant had retaliated against the plaintiffs by harassing them, 

refusing to permit mobilehomes sold or purchased by the plaintiffs to remain in the park, 

threatening to close the park, and attempting illegally to close the park, among other 

things. 
3

McNama was resolved by a settlement under which VTP paid approximately 60 

plaintiffs $1.4 million, in consideration for which the plaintiffs agreed to a general release 

of VTP, its successors, affiliates, subsidiaries, directors, officers, limited and general 

partners, managers, and others. (The McNama settlement.) 

In particular, the McNama settlement agreement reads in paragraph 2e: 

“Defendants (Village Trailer Park, Inc.) will adhere to and be bound by the terms and 

conditions set forth at the settlement hearing on February 13, 2003. Such terms and 

conditions are transcribed in the court reporter’s transaction of this hearing on page 4, 

line 11, to page 6, line 16; and page 10, lines 19 to 22. Please see attached copy of 

aforementioned transcript pages, attached as Exhibit A, as part of this Release and 

Settlement Agreement.” 

The following occurred on February 13, 2003: 

“MR. CLEELAND: Good morning, your honor. Bruce Cleeland on behalf of the 

defendants. We’re here for the jury trial today, and I understand as to many of the 

plaintiffs and defense we have a settlement . . .

“MR. HEATER [the McNama plaintiffs’ counsel]: Yes, we do.

“THE COURT: Who wants to lay out the settlement for the court?

“[¶] . . . [¶]

“MR. CLEELAND: I can offer the initial and confirm the latter part. For 

payment $1,400,000 on behalf of defendants, the plaintiffs shall dismiss all claims, file a 

request for dismissal with prejudice . . . in favor of the defendants and all Does. . . .” 

The portions of the reporter’s transcript from the February 13, 2003 hearing that 

are specifically cited in the McNama settlement read as follows:

“[MR. CLEELAND:] And then counsel had a few provisos as it relates to 

Catherine Eldridge. The park will allow access as necessary for Eldridge’s expert Gary 

Wells to come in and replace her electrical cord and inspect the park’s transformers. . . . 

“As to the gas line, the park shall allow access to the plumber to come in and 

inspect the gas lines.
4

“As to the lot line, the park will agree to take no action at all which would in any 

way cause her to have to move her home; that both parties understand that the City of 

Santa Monica has authority . . . .

“MR. ALLEN: [attorney for the McNama plaintiffs] - - negotiated in this setting, 

and both realize that if the City of Santa Monica decided to do something, we’re not in 

power to tell them what to do. But the park will make no attempt on their own to do 

anything which would in any way affect her use of her space or cause her to have to 

move her home.

“MR. CLEELAND: I think that can be qualified as the defendants will initiate – -

excuse me. Will not initiate on their own accord attempts to move the plaintiff [Eldridge] 

on the issue of lot lines or for any other reason absent legal requirement by whatever the 

appropriate government entity is.

“MR. ALLEN: or somehow cause her to lose her space.

“THE COURT: Okay.

“MR. ALLEN: The second thing is, to the extent that any lot line changes are 

required by the City, that the Park will make its best efforts to explore all other 

possibilities to accommodate the City’s request before her home is moved. For instance, 

if they can move another neighboring home, they will do that prior to exercising any 

rights to move her home.

“MR. CLEELAND: Or obligation.

“[¶] . . . [¶]

“THE COURT: It’s [sic] on the record. All this is on the record. That’s why 

we’re doing this. So we are laying it out.” (Italics added.)

After an additional discussion concerning maintenance of the park, the court 

announced: “This would be an enforceable settlement on the record. We’ll set an OSC 

re dismissal on the same date to enforce the terms of the settlement.” (Italics added.) 

The McNama settlement, which provided for a general release, was made binding 

on the parties’ heirs, successors, and assigns. 
5

3. The instant lawsuit

In June 2010, the City of Santa Monica issued a notice of preparation of a draft 

environmental impact report for defendants’ project to close the existing trailer park and 

replace it with a 353,000 square foot mixed-use development. 

A year later, Eldridge filed the instant action against defendants for declaratory 

and injunctive relief. Eldridge alleged that a controversy had arisen concerning 

defendants’ attempt to close the park and redevelop the property which threatened to 

cause Eldridge to move her home or lose her space at the park. Quoting from the pages 

and lines of the reporter’s transcript cited in the McNama settlement, Eldridge sought a 

declaration that defendants had no right to, and were precluded from, taking any action 

that would change Eldridge’s lot lines or cause her to move her home. Attached to the 

complaint as exhibit A was the McNama settlement agreement, signed by Eldridge and 

attorney Allen. Exhibit A does not contain the McNama defendant’s signature page. 

Defendants’ answer generally denied the allegations and asserted the affirmative 

defenses of, inter alia, the statute of frauds, lack of privity, lack of authorization for any 

agreement with Eldridge, the statute of limitations, and laches.

Interpreting the McNama settlement differently than Eldridge did, defendants also 

cross complained seeking a declaration that they were not obligated by any agreement 

with Eldridge, and that they had a right to close the park and develop the property in 

ways that would require Eldridge to vacate her lot. Defendants alleged they never signed 

any document settling the McNama lawsuit on behalf of VTP, or entered into any 

agreement with Eldridge, and that no officer or other employee or representative of VTP 

possessing authority to settle the McNama action was present in court on February 13, 

2003 when the settlement agreement was reached during the hearing. Attached to the 

cross-complaint was a Notice of Closure of the park, dated July 10, 2006, informing the 

tenants that the park would close on July 31, 2007 and that “All tenants must vacate the 

Mobilehome Park before the Closure Date.” 

Defendants moved for trial preference because they had primary and alternative 

plans for developing the property. The alternative plan would leave Eldridge’s lot F-12 
6

undeveloped and so defendants would remain uncertain with respect to their ability to 

proceed with their primary redevelopment plan until the trial court resolved the merits of 

her complaint. The trial court granted defendants’ trial preference motion. 

Defendants then amended their cross-complaint to substitute another tenant, 

Loretta Newman, for Roe 1. Newman cross-complained against defendants seeking 

damages. Defendants successfully moved to sever Newman’s legal causes of action from 

Eldridge’s equitable claims and to try the equitable issues first. 

4. Trial of the equitable issues raised in both Eldridge’s complaint and 

defendants’ cross-complaint

Trial occurred over two days. On April 2, 2012, defendants called Mr. Cleeland to 

testify. After completion of examination and cross-examination of Cleeland, the 

following occurred on the record: 

“THE COURT: Anything else? 

“MR. KOHN [defense counsel]: No. I’m hoping we can be done today.” 

(Italics added.)

A discussion ensued about obtaining a document from Mr. Cleeland.

“[THE COURT]: You’re excused. . . . I may have to call you back to review 

more documents, but if not, you’re excused at this time.

“THE WITNESSS: Thank you.

“THE COURT: Do you rest?

“MR. KOHN. Yes.

“THE COURT: Do you have any other witnesses?

“MR. KOHN: Yes. That is the end of the case.” (Italics added.)

After trial, on June 13, 2012, the court issued an order reflecting its decision that 

defendants could not terminate Eldridge’s lease absent some legal requirement by an 

appropriate government agency. The court ruled that the extrinsic evidence revealed no 

ambiguity in the promise that defendants “ ‘will not initiate on their own accord attempts 

to move the Plaintiff [Eldridge] on the issue of lot lines or for any other reason absent 

legal requirement by whatever the appropriate government entity is.’ ” (Italics added.) 
7

Specifically, the court declined to read the phrase “or for any other reason” narrowly, as 

defendants insisted, to mean other reasons relating to the lot line. The court explained 

that the McNama settlement and its words “ ‘or for any other reason absent legal 

requirement’ ” were put on the record by VTP’s own counsel, Mr. Cleeland, as a 

statement to clarify the terms of the settlement. Cleeland first specifically referenced the 

lot line issue and then added the “or for any other reason” wording. Thus, the court 

construed the settlement’s language more broadly than did defendants.

Next, the trial court ruled that defendants were bound by the McNama settlement 

entered into by their own attorney, Mr. Cleeland, because (1) Cleeland represented to the 

court he had authority to enter into the settlement agreement as the representative of 

VTP; (2) defendants ratified the agreement by accepting and enjoying the benefits of the 

settlement, namely dismissal of the lawsuit, and (3) Cleeland had ostensible authority as 

attorney for VTP, the plaintiffs changed their position to their detriment by dismissing 

their lawsuit, and defendants waited eight years before claiming that Cleeland was not 

their attorney. (The June 13th order.) The court ordered Eldridge to prepare a judgment.

5. Post-trial proceedings

Defendants timely requested a statement of decision. (Code Civ. Proc., § 632.) 

Eldridge served her “proposed judgment on equitable claims.”

Defendants objected to Eldridge’s proposed judgment. They argued that the 

judgment should more properly be interlocutory. Defendants reasoned that the court had 

limited trial to two factual issues: (1) the interpretation of the McNama settlement, and 

(2) whether the defendants are bound by the terms of the McNama settlement. As a result 

of this limitation on the trial’s scope, defendants argued that other issues raised by the 

pleadings remained to be tried, such as Eldridge’s claim for injunctive relief, and 

defendants’ affirmative defenses of statute of limitations, laches, lack of privity, and the 

statute of frauds, among others. 

The trial court scheduled a hearing into whether an interlocutory or a final 

judgment was appropriate given defendants’ objections to Eldridge’s proposed judgment. 
8

(Cal. Rules of Court, rule 3.1591; Code Civ. Proc., § 577; Wegner et al., Cal. Practice 

Guide: Civil Trials and Evidence (The Rutter Group 2014) § 16:108, p. 16-23.) 

Defendants fired Mr. Kohn. Through their new attorneys defendants took the 

position that trial had not been completed, notwithstanding they had rested on April 2, 

2012. Toward that end, defendants filed a statement of decision intimating that issues 

remained to be determined and echoing their position that the trial court had limited the 

scope of issues before trial. Defendants also moved for leave to reopen trial.

The trial court rejected defendants’ assertion that the court had limited the 

equitable portion of the trial to the “ ‘meaning of the [McNama] settlement agreement’ ” 

and whether Cleeland had the ability to bind defendants contractually. After reviewing 

the portions of the reporter’s transcript cited by defendants, the court explained that the 

issue before the court in the declaratory relief trial was the meaning of the settlement and 

its legal effect. The court then explained, “If Defendants believed, at the time of the trial, 

there were defenses to enforcement of the settlement agreement, they should have raised 

them. It is clear that the issue was not limited to the ‘meaning’ of the settlement 

agreement, as Defendants now contend. . . . [¶] Defendants’ attempt, at this time, to add 

a cause of action to rescind the contract and to add affirmative defenses to enforcement of 

the contract, fails. The issue has already been decided.” (Italics added.)

Turning to defendants’ objections to Eldridge’s “proposed judgment on equitable 

claims,” the trial court overruled them1and determined that a judgment, as opposed to an 

interlocutory ruling, was proper. It reasoned that there were “no issues remaining to be 

tried as between Plaintiff, Eldridge[,] and Defendants. There are no remaining 

affirmative defenses to be tried, as the defenses were asserted to the operative complaint, 

which was tried in full.” (Italics added.) The only causes of action remaining to be tried 

were the legal ones asserted by Newman, which did not involve Eldridge. Thus, the court 

 

1

The court also denied defendants’ proposed statement of decision as untimely 

filed, denied their motion for leave to amend the cross-complaint and answer, and 

overruled their objections to the proposed judgment. 
9

concluded, a final judgment was proper as between defendants and Eldridge. The court 

entered judgment on the equitable claims. 

Plaintiff filed a notice of entry of judgment on equitable claims, after which 

defendants moved for new trial. In particular, they argued that the judgment was against 

the law because it violated the statute of frauds, and the court’s interpretation of the 

McNama settlement was not supported by the evidence.

The trial court denied the new trial motion. It again rejected defendants’ assertion 

that it had curbed the scope of trial by limiting the introduction of evidence to certain 

issues. The court stated “Defendant cannot claim that it is entitled to a new trial based on 

irregularity in the proceedings when its claiming that the irregularity was caused by its 

own counsel resting VTP’s case.” Defendants’ appeal ensued. 

CONTENTIONS

Defendants contend the McNama settlement violates the statute of frauds; the trial 

court misinterpreted the McNama settlement; and defendants are entitled to a new trial on 

material disputed issues. 

DISCUSSION

1. The statute of frauds does not invalidate the McNama settlement. 

Defendants contend that the McNama settlement violates the statute of frauds 

(Civ. Code, § 1624, subd. (a)(3)) because it is an agreement for the leasing of real 

property for a longer period than one year and is not signed by the party sought to be 

charged.2 Defendants “do not challenge the trial court’s factual finding that VTP’s 

attorney [Cleeland] had agency authority and that defendants ratified the McNama

 

2 Civil Code section 1624 reads in pertinent part: “(a) The following contracts are 

invalid, unless they, or some note or memorandum thereof, are in writing and subscribed 

by the party to be charged or by the party’s agent: [¶] . . . [¶] (3) An agreement for the 

leasing for a longer period than one year, or for the sale of real property, or of an interest 

therein; such an agreement, if made by an agent of the party sought to be charged, is 

invalid, unless the authority of the agent is in writing, subscribed by the party sought to 

be charged.”
10

settlement by ‘enjoying’ the dismissal of the McNama lawsuit,” the second part of the 

judgment.

The McNama settlement is not automatically invalidated by the fact that it was 

oral. An oral contract that is required by the statute of frauds to be in writing is voidable, 

not void. (Long v. Rumsey (1938) 12 Cal.2d 334, 344; Masin v. Drain (1984) 150 

Cal.App.3d 714, 717.) More important, “[t]he rule is established that where a complaint 

alleges facts showing that the agreement is within the statute of frauds and defendant 

neither demurs nor objects to the introduction of oral testimony to prove the agreement, 

he waives the defense of the statute of frauds and may not thereafter raise it on appeal. 

[Citations.]” (Coleman v. Satterfield (1950) 100 Cal.App.2d 81, 84.) Defendants neither 

demurred nor objected to the introduction of oral testimony to prove the McNama

settlement. Then, they rested their case. Defendants are precluded from raising this 

defense on appeal.

3

 

Nonetheless, even addressing the merits of defendants’ contention, we conclude 

that the McNama settlement does not violate the statute of frauds. The “statute of frauds 

is inapplicable to an oral settlement agreement stipulated to by the parties before the court 

following a judicially mandated and supervised settlement conference.” (Kohn v. 

Jaymar-Ruby, Inc. (1994) 23 Cal.App.4th 1530, 1534 (Kohn).) The reason is that the 

 

3 Another reason defendants are precluded from raising the statute of frauds lies in 

equity. Courts “ ‘have the power to apply equitable principles to prevent a party from 

using the statute of frauds where such use would constitute fraud.’ [Citation.]” (Chavez 

v. Indymac Mortgage Services (2013) 219 Cal.App.4th 1052, 1057-1058.) “ ‘[A] party 

will be estopped from relying on the statute where fraud would result from refusal to 

enforce an oral contract [citation]. The doctrine of estoppel has been applied where an 

unconscionable injury would result from denying enforcement after one party has been 

induced to make a serious change of position in reliance on the contract or where unjust 

enrichment would result if a party who has received the benefits of the other’s 

performance were allowed to invoke the statute. [Citation.]’ [Citations.]” (Redke v. 

Silvertrust (1971) 6 Cal.3d 94, 101, cert. den. sub nom. Silvertrust v. Redke (1972) 

405 U.S. 1041.) Defendants are estopped to raise the statute of frauds because, as the 

trial court found, in reliance on the McNama settlement, Eldridge changed her position by 

dismissing the McNama lawsuit.
11

“purpose of the statute of frauds is to prevent fraud and perjury as to extrajudicial 

agreements by requiring enforcement of the more reliable evidence of some writing 

signed by the party to be charged. [Citation.] However, the concern addressed by the 

statute of frauds is not present when, as here, a neutral court participates in the settlement 

process by assisting the parties to formulate the terms of the settlement. In so doing the 

court assures itself that the parties are being truthful and acting in good faith, and also 

that they each comprehend the scope of the agreement.” (Id. at pp. 1534-1535.) Another 

reason Kohn declined to apply the statute of frauds to judicially supervised settlements 

was that to do so “would effectively eliminate the elaborate settlement machinery 

established by the California Rules of Court, the Standards of Judicial Administration and 

existing case law declaring the public policy that encourages settlement of litigation. 

[Citation.] The statute of frauds was never intended to bar enforcement of judicially 

supervised settlements.” (Id. at p. 1535.)

Defendants’ attempt to distinguish Kohn is unavailing. They incorrectly assert 

that Kohn and its exception to the statute of frauds “applies only where an oral settlement 

agreement reached by the parties themselves in a judicially supervised settlement

conference satisfies Code of Civil Procedure section 664.6,” and the requirements of 

section 664.6 were not met here. (Italics added.)

Section 664.6 of the Code of Civil Procedure authorizes the trial court to “enter 

judgment pursuant to the terms of the settlement” “[i]f parties to pending litigation 

stipulate . . . orally before the court, for settlement of the case.”4 However, nothing in 

Kohn restricts its rule about the inapplicability of the statute of frauds to section 664.6, 

notwithstanding that section formed the procedural background of that case. The precise 

issue in Kohn was whether it was proper to enter judgment based on the stipulated 

 

4 Code of Civil Procedure section 664.6 reads: “If parties to pending litigation 

stipulate, in a writing signed by the parties outside 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.”
12

settlement, not as here, how to enforce an already entered judgment. (Kohn, supra, 

23 Cal.App.4th at p. 1533 [“At issue is whether there was sufficient evidence of a binding 

settlement to permit the trial court to enter judgment pursuant to Code of Civil Procedure 

section 664.6.” (Italics added.)].) Kohn concluded that (1) the concerns addressed by the 

statute of frauds are not present in a stipulated settlement in court, and (2) application of 

the statute of frauds would eliminate rule-governed settlement machinery and undermine 

case law encouraging settlements. (Id. at p. 1535.) Kohn’s determination that the statute 

of frauds is inapplicable to settlement agreements stipulated to before the court involves 

settlements entered into in court. 

A party can seek enforcement of a settlement agreement by means of a separate 

action rather than to proceed in the same action under Code of Civil Procedure section 

664.6. (Wackeen v. Malis (2002) 97 Cal.App.4th 429, 433 & 441 [where Code Civ. 

Proc., § 664.6 inapplicable, “enforcement relief . . . must be by means of a timely 

separate action.”]; accord, Pietrobon v. Libarle (2006) 137 Cal.App.4th 992, 996.) 

Eldridge’s lawsuit is a separate action to determine the scope of the McNama settlement 

with the result Code of Civil Procedure section 664.6 is irrelevant,

5 while Kohn’s 

reasoning remains directly applicable here.

Defendants cite Nicholson v. Barab (1991) 233 Cal.App.3d 1671 for the 

proposition that where the requirements of Code of Civil Procedure section 664.6 are not 

met, the Kohn exception does not apply to exempt a settlement from the statute of frauds. 

However, the settlement in Nicholson, which preceded Kohn, was neither placed on the 

record nor memorialized in writing before the parties left the courtroom. (Nicholson, at 

p. 1679.) Therefore, not only was the section 664.6 procedure not met, but the concerns 

addressed by the statute of frauds were not allayed by the reporter’s transcript there. 

The foregoing analysis leads us to the conclusion that the statute of frauds does not 

render the McNama settlement invalid notwithstanding that agreement involves a lease 

 

5 Accordingly, defendants’ remaining arguments that the McNama settlement did 

not comply with Code of Civil Procedure section 664.6 are unavailing.
13

for more than one year. (Civ. Code, § 1624, subd. (a)(3).) The McNama settlement was 

stipulated to by the parties in McNama before, and supervised by, the same judge as the 

instant action, and recorded by the same court reporter, in lieu of trial. Defendants do not 

dispute that the McNama settlement was made. Not only was the McNama settlement 

agreed to on the record, but the language was then included in the written portion of the 

McNama settlement agreement by a reference to the specific pages and lines of the 

reporter’s transcript. The court heard the terms from both McNama parties and 

announced clearly at that time that the settlement was made “on the record,” that the 

parties were “laying it out,” and then ruled that it was “an enforceable settlement on the 

record.” Therefore, the court assured itself, pursuant to Kohn, that the parties were being 

truthful and acting in good faith, and that they comprehended the scope of the agreement, 

thus dispelling the concerns addressed by the statute of frauds. (Kohn, supra, 23 

Cal.App.4th at p. 1534-1535.) The statute of frauds was “never intended to bar 

enforcement of judicially supervised settlements.” (Id. at p. 1535.) “[T]he sole ‘object of 

the statute of frauds is to prevent perjured testimony in proof of purported contracts of 

important types. . . .’ ” (Casa Herrera, Inc. v. Beydoun (2004) 32 Cal.4th 336, 345), and 

so the McNama settlement, having been stipulated to on the record and supervised by the 

trial court, is not invalidated by the statute of frauds.6

2. The trial court’s interpretation of the settlement was not erroneous.

“A settlement agreement is a contract, and the legal principles which apply to 

contracts generally apply to settlement contracts. [Citation.]” (Weddington Productions, 

Inc. v. Flick (1998) 60 Cal.App.4th 793, 810-811.)

The dispute here is over the meaning of the phrase “or for any other reason” in the 

portion of the McNama settlement entered into on the record. Defendants contend the 

 

6 As the result of our conclusion that defendants waived the issue of the statute of 

frauds on appeal and that in any event the McNama settlement was not invalidated by the 

statute of frauds, defendants’ remaining contentions premised on the statute of frauds are 

unavailing, including their argument that they should be permitted a new trial on the issue 

of the statute. 
14

settlement prohibits them from terminating Eldridge’s tenancy solely for reasons relating 

to the lot lines, unless a governmental entity were to require them to terminate the 

tenancy. Citing non-California cases, including a nonpublished Ohio Appellate Court 

case, defendants argue that the phrase “or any other reason” is ambiguous and does not 

mean any reason whatsoever; it means any other reason “relating to lot line issues.” 

After receiving extrinsic evidence, the trial court ruled that the phrase “or for any other 

reason” clearly and unambiguously means that defendants cannot terminate Eldridge’s 

lease absent some legal directive by a government entity. The court also found the phrase 

was not reasonably susceptible to the meaning defendants advocated because defendants’

construction of the settlement -- to limit the reasons for termination to the lot lines 

only -- required the court to ignore the phrase “or for any other reason.” We agree with 

the court.

“The interpretation of a contract involves ‘a two-step process: “First the court 

provisionally receives (without actually admitting) all credible evidence concerning the 

parties’ intentions to determine ‘ambiguity,’ i.e., whether the language is ‘reasonably 

susceptible’ to the interpretation urged by a party. If in light of the extrinsic evidence the 

court decides the language is ‘reasonably susceptible’ to the interpretation urged, the 

extrinsic evidence is then admitted to aid in the second step -- interpreting the contract. 

[Citation.]” [Citation.] 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.] Furthermore, “[w]hen two equally 

plausible interpretations of the language of a contract may be made . . . parol evidence is 

admissible to aid in interpreting the agreement, thereby presenting a question of 

fact . . . .” ’ ” (Wolf v. Superior Court (2004) 114 Cal.App.4th 1343, 1351, fn. omitted.)

Where there is no conflicting extrinsic evidence, “the appellate court is not bound 

by the trial court’s interpretation and will decide the issue de novo. [Citations.]” 
15

(Benach v. County of Los Angeles (2007) 149 Cal.App.4th 836, 847; see also Civ. Code, 

1635, et seq.)

Our independent analysis leads to the ineluctable conclusion that there is nothing 

ambiguous about the phrase “or for any other reason.” It is very clear. Defendants’ own 

attorney Cleeland stated, “that can be qualified as the defendants . . . [w]ill not initiate on 

their own accord attempts to move the plaintiff [Eldridge] on the issue of lot lines or for 

any other reason absent legal requirement by whatever the appropriate government entity 

is.” (Italics added.) The sole limitation in Cleeland’s qualification was governmental 

mandate. Cleeland did not say “or for any other reason relating to the lot lines and legal 

requirement by whatever the appropriate government entity is.” Moreover, “or for any 

other reason” is not susceptible of defendants’ interpretation. To construe that phrase as 

being limited by the “lot lines” would be either to improperly read into the phrase words 

that Mr. Cleeland did not use, or to improperly ignore words he did employ. Taking 

defendants’ interpretation to its logical extreme, the phrase “on the issue of lot lines, or 

for any other reason” would absurdly mean “on the issue of lot lines, or on the issue of lot 

lines.”

Defendants argue, pursuant to the doctrine of ejusdem generis, that where “or for 

any other reason” was preceded by a specifically enumerated reason, namely the lot lines, 

that the “or for any other reason” phrase must be limited to any other reason related to 

the lot lines. Defendants are wrong. First, “[t]he doctrine of ejusdem generis is 

employed as an interpretive aid only when the language in the contract or statute is 

ambiguous. [Citation.]” (Pfeifer v. Countrywide Home Loans, Inc. (2012) 211 

Cal.App.4th 1250, 1277.) Yet, we have determined that the language is not ambiguous. 

Second, under the doctrine of ejusdem generis, “ ‘ “[w]here general words follow the 

enumeration of particular kinds or classes of persons or things, the general words will, 

unless a contrary intent is manifested, be construed as applicable only to persons or 

things of the same general nature or class as those specifically enumerated.” ’ (Nygard, 

Inc. v. Uusi–Kerttula (2008) 159 Cal.App.4th 1027, 1045, fn. 4 . . . [applying ejusdem 

generis to interpretation of contract].)” (Huverserian v. Catalina Scuba Luv, Inc. (2010) 
16

184 Cal.App.4th 1462, 1468-1469; see Moore v. California State Bd. of Accountancy

(1992) 2 Cal.4th 999, 1011-1012.) Yet, a lot line is not a class or a list of enumerated 

things, but one item. Moreover, “or” is disjunctive and so it juxtaposes the phrase “for 

any other reason” from “lot lines” thus expanding the reasons. 

Next, citing Civil Code section 1641, “[t]he whole of a contract is to be taken 

together, so as to give effect to every part, if reasonably practicable, each clause helping 

to interpret the other” defendants contend that Cleeland’s reference to the “or for any 

other reason,” necessarily was made in the specific context of describing defendants’ 

agreement “ ‘[a]s to the lot line’ ” and so other reasons must relate to the lot lines. To the 

contrary, reading the whole of the reporter’s transcript recited in the McNama settlement, 

first, plaintiffs’ attorney Allen stated that “the park will make no attempt on their own to 

do anything which would in any way affect her use of her space or cause her to have to 

move her home.” (Italics added.) This was immediately qualified by defendants’ 

attorney Cleeland to limit defendants’ right to move Eldridge based only on legal 

requirement by a government entity, without reference to the lot lines. 

Defendants misrepresent the record when they argue that the trial court erred by 

failing to consider extrinsic evidence. The trial court manifestly did take into account the 

extrinsic evidence, as it is required to do (Wolf v. Superior Court, supra, 114 Cal.App.4th 

at p. 1351 [reversible error for trial court to refuse to consider extrinsic evidence on belief 

that contract’s language is facially unambiguous]), and concluded that the evidence did 

not reveal an ambiguity. The court stated, “Despite all of the evidence and arguments 

presented to the court there is no way around this simple, unambiguous and 

straightforward declaration, it means what it says.” (Italics added.) Having concluded 

based on the extrinsic evidence that there was no latent ambiguity, the court was not 

required to admit the extrinsic evidence as an aid to interpreting the McNama settlement. 

(Wolf, at p. 1351.) 

Lastly, defendants contend that the trial court’s interpretation improperly created 

new interests in real property, such as a “perpetual lease” or a “life estate.” However, the 

trial court did not create anything; it merely interpreted defendants’ work. The parties 
17

agree that the court said nothing about a life estate. In any event, Eldridge appears to 

concede that “any other reason” cannot shield illegal conduct and that if she breaches any 

provisions of the Santa Monica City Charter provisions concerning rent controlled units,

defendants would nonetheless have the right to terminate her tenancy. (Santa Monica 

City Charter, § 1806.) 

3. Defendants were not prevented from putting on evidence at trial.

Defendants contend that the trial court deprived them of their due process right to 

a fair trial “by not permitting them to present evidence on all material disputed issues,”

such as their affirmative defenses. The trial court did no such thing; defendants rested 

their case and emphasized the need for a speedy decision because of a “timing concern 

with the City’s approval process” for defendants’ development plans. Indeed, 

immediately before defendants rested, the trial court told Cleeland it might have to call 

him back to the stand, indicating the court was contemplating more trial. Nor did 

defendants provisionally rest. Mr. Kohn stated, “That is the end of the case.” 

(Italics added.) 
18

DISPOSITION

The judgment is affirmed. Respondent is to recover costs on appeal.

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

ALDRICH, J.

We concur:

KITCHING, Acting P. J.

JONES, J.

 



Judge of the Los Angeles Superior Court, assigned by Chief Justice pursuant to 

article VI, section 6 of the California Constitution.