Filed 2/9/24 Korean American Presbyterian Church v. Park CA2/7

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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION SEVEN

KOREAN AMERICAN 

PRESBYTERIAN CHURCH,

Plaintiff and Appellant,

v.

HUN SUNG PARK,

Defendant and Respondent.

 B313495

 (Los Angeles County

 Super. Ct. No. BC582128)

APPEAL from a judgment of the Superior Court of

Los Angeles County, David Sotelo, Judge. Reversed with 

directions. 

PKIMLAW and Donna Bullock Carrera for Plaintiff and 

Appellant.

McKay, de Lorimier & Acain, Paul A. de Lorimier and 

Paul W. Park for Defendant and Respondent.
2

INTRODUCTION

This is the second appeal in this case, which in turn is one 

case among many between the various leaders and members of 

the Korean American Presbyterian Church (KAPC) and the 

International Reformed University & Seminary (IRUS) in a 

decades-long dispute over control of the church and its (which is 

actually part of the dispute) seminary.1 In the prior appeal, we 

reversed a judgment in favor of Hun Sung Park and various other 

current and former directors of IRUS and directed the trial court 

to, among other things, grant KAPC leave to amend its complaint 

to cure a standing deficiency. After KAPC made that 

amendment, the trial court dismissed the complaint, agreeing 

with Park and the other defendants on demurrer that the 

language of a settlement agreement and release in another 

1 See, e.g., Korean American Presbyterian Church v. Park

(Nov. 13, 2019, B284852) [nonpub. opn.]; The Western California 

Presbytery v. Holy Hill Community Church (Nov. 1, 2012, 

B236877) [nonpub. opn.]; Korean Philadelphia Presbyterian 

Church v. The California Presbytery (Apr. 28, 2008, B194519)

[nonpub. opn.]; Korean Philadelphia Presbyterian Church v. Cho

(Sept. 10, 2003, B151945) [nonpub. opn.]; Korean Philadelphia 

Presbyterian Church v. California Presbytery (2000) 

77 Cal.App.4th 1069, 1074; Korean American Presbyterian 

Church v. IRUS (Super. Ct. L.A. County, No. BC687605); Cho v. 

Park (Super. Ct. L.A. County, No. BC582128); Korean American 

Presbyterian Church v. Kim (Super. Ct. L.A. County, 

No. BC555357); Korean American Presbyterian Church v. Korean 

American Presbyterian Church (Super. Ct. L.A. County, 

No. BC540136); IRUS v. Whang (Super. Ct. L.A. County, 

No. BC518771). And that’s e.g.
3

KAPC-IRUS lawsuit barred KAPC’s claims in this action. We 

reverse again.

FACTUAL AND PROCEDURAL BACKGROUND

A. KAPC Sues Park and Others, Loses in the Trial 

Court, but Obtains a Partial Victory on Appeal

In May 2015 KAPC and various former directors of IRUS 

filed this action against Hung Sun Park and others for, among 

other things, declaratory relief, breach of fiduciary duty, 

conversion, and trademark infringement. KAPC alleged that it is 

a nonprofit religious corporation that operates as a denomination 

of the Presbyterian Church and that IRUS is a nonprofit public 

benefit corporation that operates as a seminary for KAPC. KAPC 

alleged that in 1979 IRUS “donated the seminary” to KAPC

pursuant to a petition by Rev. Chun-Il Cho, who was the 

president of KAPC at the time. But then, KAPC claimed, in 2014 

“‘a dissident faction of apostates’ wrested control of IRUS away 

from KAPC by improperly removing KAPC-affiliated directors 

from IRUS’s board and illegally changing IRUS’s bylaws to 

eliminate any required association with KAPC, thus 

fundamentally altering IRUS’s mission of providing ordained 

ministers for KAPC.” KAPC also claimed Park and his associates

improperly used the KAPC name and trademark to hold 

themselves out as KAPC. (Korean American Presbyterian Church 

v. Park (Nov. 13, 2019, B284852) [nonpub. opn.] (KAPC I).)

The trial court made several rulings adverse to KAPC, 

some on demurrer (several of the individual plaintiffs lacked 

standing), some on summary judgment (another individual 

plaintiff lacked standing), some at the court trial (KAPC lacked 
4

standing to bring a derivative claim and KAPC’s trademark 

claims were barred). Of relevance to this appeal, the trial court 

ruled a settlement agreement and release in another case,

Korean American Presbyterian Church v. Korean American 

Presbyterian Church (Super. Ct. L.A. County, No. BC540136)

(KAPC v. KAPC), barred KAPC’s trademark claims in this action 

and that an exception or carve-out from that release for claims 

involved in yet another lawsuit, IRUS v. John Eun Whang (which 

the parties and the trial court refer to as the “Whang exception” 

or the “Whang exemption”), did not apply. The court entered 

judgment in favor of Park and other defendants, and KAPC 

appealed. (KAPC I, supra, B284852.) 

We reversed. We held that, although KAPC did not have 

standing as a public benefit corporation under Corporations Code 

section 5710 to maintain a derivative cause of action on behalf of 

IRUS against Park and the other defendants, the trial court

erred in denying KAPC leave to amend to allege it had standing 

as a religious corporation under Corporations Code section 9142 

to maintain a breach of trust cause of action. We affirmed the 

trial court’s ruling the release in the KAPC v. KAPC settlement 

agreement barred KAPC’s trademark claims. In particular, we 

rejected KAPC’s argument the release applied only to the two 

defendants in this action who were signatories to the settlement 

agreement, concluding KAPC had forfeited the argument by not 

making it in the trial court. We did not reach the merits of

whether the language of the settlement agreement and release 

applied to KAPC’s trademark claims.
5

B. KAPC Files a Third Amended Complaint

On remand KAPC filed a third amended complaint. The 

allegations in that pleading, which we assume are true (Aghaian 

v. Minassian (2020) 59 Cal.App.5th 447, 461), describe some of 

the details of the dispute among certain individuals involved in, 

and the opposing factions of, the church.

KAPC alleged in its third amended complaint it “is an 

ecclesiastical denomination of the Christian faith” whose 

“primary purpose is to grow churches and maintain order for 

their particular belief system.” KAPC alleged that it “operates as 

a denomination of the Presbyterian Church overseeing thirty (30) 

district presbyteries,[2] six hundred fifty (650) churches, 

one thousand two hundred fifty (1,250) pastors, and at least 

sixty thousand (60,000) members.” Park is a pastor who was a 

member of KAPC. IRUS is a California religious corporation that 

2 “A presbytery is the basic unit of presbyterian church 

government, composed of ministers and elders who represent all 

the particular churches in a certain geographic area and meet 

regularly as a legislative body. Presbyteries, in turn, are grouped 

under the jurisdiction of a synod, the next higher governing 

body.” (Korean United Presbyterian Church v. Presbytery of the 

Pacific (1991) 230 Cal.App.3d 480, 488, disapproved on another 

ground in Morehart v. County of Santa Barbara (1994) 7 Cal.4th 

725, 744, fn. 11.) “A presbytery consists of all the ministers in 

the geographical area and at least one ruling elder from each 

individual church. Each presbytery supervises the churches 

within its area and has the authority to, among other things, 

organize and dissolve churches, remove pastors from their 

pulpits, and suspend the powers of a session,” the governing body 

of a local church. (Presbytery of Riverside v. Community Church 

of Palm Springs (1979) 89 Cal.App.3d 910, 915-916.)
6

owns property in Los Angeles. IRUS educates and prepares 

students to become pastors of KAPC’s religious denomination. 

In 1979 IRUS “was donated for the benefit of KAPC.” Since 

that time, “IRUS has accepted the benefits of being a KAPC 

property including receiving core theological teaching curriculum; 

the installation of KAPC[-]designated directors on the IRUS 

Board of Directors; financial benefits; and, continued support 

from the Denomination in the training of new ordained pastors of 

the Christian religion.” KAPC has the right to review and 

approve all aspects of IRUS’s “corporate governance, including 

the appointment of officers and directors; annual financial 

reports; [and] corporate name changes. . . .” 

In 2006 KAPC appointed Park to serve as president of 

IRUS. He served until July 2010, when he resigned after “an 

investigation into the questionable issuance of ministry decrees 

by the accrediting body known as the Association for Biblical 

Higher Education.” After his resignation, Park “began a 

campaign where he and his associates would restock the Board of 

Directors with those loyal to Park,” hold IRUS corporate 

meetings without notice, and dismiss IRUS directors appointed 

by KAPC. In July 2012, after “hotly contested” board meetings 

and litigation between Park and other church officials, Park “was 

ostensibly elected as President of IRUS once again.” A complaint 

was filed with the Western California Presbytery, “a subpresbytery within the hierarchical structure of KAPC,”3 and a 

3 The Western California Presbytery (WCP) “is one of several 

presbyteries within the Korean American Presbytery Church 

(KAPC). The WCP and its member churches are governed, in 

ascending hierarchical order, by the WCP bylaws and . . . KAPC’s 
7

hearing was scheduled for November 2012. In anticipation of the 

hearing, however, Park and the new IRUS board amended the 

articles of incorporation and bylaws of IRUS to renounce KAPC’s 

jurisdiction. The new amendments “eliminated any requirement 

of KAPC membership and pastoral licensure by board members 

of IRUS; eliminated any reference of KAPC’s role during 

dissolution of IRUS; and, modified the appointment process for 

IRUS board members by removing the authority of KAPC from 

the process.” Park also “utilized the KAPC logos and marks” to 

make it appear “his statements were somehow made jointly with 

KAPC.” 

In September 2013 Park “was formally excommunicated 

from KAPC as a pastor member.” In response, Park and his 

supporters attempted to take over KAPC and “utilized a local 

church that shared the same name as . . . KAPC in an effort to 

hold themselves out as the ‘true church.’” Park also “continued to 

advertise in local newspapers that IRUS was still a KAPC 

institution and that its graduates would become ordained in the 

KAPC denomination.” 

KAPC fought back, including by filing lawsuits in superior 

court. One of these lawsuits was a derivative action against 

Park, called Cho v. Park, designed “to undo the corporate actions 

performed by” Park. All the third amended complaint alleged 

about this action was that the “matter was successfully appealed 

with an order granting [KAPC] leave to amend the pleading.”

The other lawsuit was KAPC v. KAPC. At some point the 

parties to this internecine litigation settled, with KAPC 

book of church order (BOCO).” (Kim v. The True Church 

Members of Holy Hill Community Church (2015) 236 Cal.App.4th 

1435, 1442.)
8

“retaining its rights to its name, logo and history as the proper 

denominational body of KAPC.” The settlement agreement 

included a release that applied to “all claims, demands, causes of 

action, obligations, damages and liabilities, whether or not now 

known, suspected or claimed, arising out of or based upon the 

facts and circumstances giving rise to the Action [i.e., KAPC v. 

KAPC], and any and all transactions or interactions between the 

Parties prior to the date of this Agreement.” The release, 

however, included an exception, which as stated the parties call 

the “Whang exception.” The exception to the release stated: 

“This Settlement Agreement shall not be construed as releasing 

any claims or otherwise affecting the matter of International 

Reformed University and Seminary v John Eun Whang et[] al., 

bearing case number B518771 and/or any settling parties’ claims 

with regard to the Western California Presbytery or the Holy 

Hills Community Church. Thus this agreement cannot be used 

for any purposes in any matters or cases relating to said claims.” 

This appeal is about the language of the Whang exception to the 

release in the KAPC v. KAPC settlement agreement.

And what was this lawsuit the parties refer to as the 

“Whang litigation”? It’s hard to say. Other than alleging the 

language of the release and the exception, KAPC’s third amended 

complaint doesn’t say much about it. The third amended 

complaint includes a series of allegations about the settlement 

agreement and release (and the Whang exception), apparently 

because it was an issue in the prior appeal. KAPC alleges the 

Whang exception “applied to claims that were not resolved on 

their merits, and have still not been resolved to this day, and that 

is the illegitimate take-over of IRUS, and Park’s wresting of 

control of IRUS from the control of KAPC.” Which sounds a lot 
9

like the claims in this lawsuit and many of the other lawsuits 

that have proliferated throughout the superior court over the 

recent past. But KAPC alleged that, because the Whang

exception refers to the Western California Presbytery, and 

“KAPC is the governing organization for which Western 

California Presbytery is a subsidiary,” the exception applies to 

this action.4

In its third amended complaint, KAPC asserted causes of 

action for constructive trust, an accounting, declaratory relief, 

and fraud (but not trademark infringement, because in KAPC I

we affirmed the dismissal of those claims). Though the first two 

are not causes of action,5 KAPC essentially seeks a declaration 

4 We know a little bit about the Whang litigation because 

Park asked the trial court to take, and the court took, judicial 

notice of Whang’s cross-complaint in that action. More on that 

later.

5 A constructive trust is not a cause of action; it is a remedy. 

(See American Master Lease LLC v. Idanta Partners, Ltd. (2014) 

225 Cal.App.4th 1451, 1485; Kim v. Westmoore Partners, Inc.

(2011) 201 Cal.App.4th 267, 277, fn. 4; PCO, Inc. v. Christensen, 

Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP (2007) 

150 Cal.App.4th 384, 398; Embarcadero Mun. Improvement Dist. 

v. County of Santa Barbara (2001) 88 Cal.App.4th 781, 793; GlueFold, Inc. v. Slautterback Corp. (2000) 82 Cal.App.4th 1018, 1023, 

fn. 3.) Similarly, an accounting is not an independent cause of 

action, but a type of remedy that depends on the validity of 

underlying claims. (Batt v. City and County of San Francisco

(2007) 155 Cal.App.4th 65, 82, disapproved on another ground in 

McWilliams v. City of Long Beach (2013) 56 Cal.4th 613, 626; 

Duggal v. G.E. Capital Communications Services, Inc. (2000) 

81 Cal.App.4th 81, 95.)
10

IRUS holds in trust for KAPC certain property and funds 

donated to IRUS; an accounting of IRUS’s income, assets, and 

expenses; a declaration of who has the right to control and 

operate IRUS; and damages for Park’s fraudulent 

misrepresentations to students about IRUS’s affiliation with 

KAPC. 

C. The Trial Court Sustains Park’s Demurrer to the 

Third Amended Complaint

Park demurred to the third amended complaint, arguing it 

did not state any cause of action because all of KAPC’s claims 

“have been released” by the settlement agreement in the KAPC v. 

KAPC case.6 Park also argued that, although the trial court had 

denied a motion for summary judgment because there were 

triable issues of fact regarding whether KAPC’s claims in this 

action “affect or relate to those operating in” the Whang case, the 

court should dismiss KAPC’s complaint because the Whang

matter had been resolved. Park argued that, because the Whang

matter was resolved on the merits pursuant a stipulated 

judgment, nothing occurring after that stipulated judgment could

affect the claims that were “made and adjudicated” in the Whang

action. Thus, Park asserted, “[r]eleasing Park from KAPC’s 

claims in this matter as a result of the very broad releasing 

language” of the settlement agreement in KAPC v. KAPC “will 

6 As we will discuss, Park had it backward. He was not 

demurring on the ground KAPC had failed to allege sufficient 

facts to constitute a cause of action (Code Civ. Proc., § 430.10, 

subd. (e)), but rather on the ground the affirmative defense of 

settlement and release barred KAPC’s causes of action. (See 

Ladd v. Warner Bros. Entertainment, Inc. (2010) 184 Cal.App.4th 

1298, 1309; Baker v. Ferrel (1947) 78 Cal.App.2d 578, 579.)
11

have no impact upon Whang,” which meant “the Whang

exemption does not apply to Park in this instance.” Park also 

argued KAPC failed to allege sufficient facts to constitute a cause 

of action for fraud.

KAPC argued in opposition to the demurrer that the 

release in the KAPC v. KAPC settlement agreement did not bar 

KAPC’s claims in this action because the Whang “carve-out 

exception” to the release applied to claims “with regard to” the 

Western California Presbytery, and KAPC brought before that 

entity the claims KAPC was bringing in this case. KAPC also 

argued that the Whang exception further stated the release 

“cannot be used for any purposes in any matters or cases relating 

to said claims,” that “said claims” referred to claims in the Whang

case or claims regarding Western California Presbytery, and that 

this case, “with its causes of action[] being directly related to 

Park illegitimately taking control of IRUS, relates to these said 

claims.” KAPC argued that the exception still applied, even 

though the Whang action “no longer exists,” because it “has not 

been fully resolved.” KAPC also argued it sufficiently alleged a 

cause of action for fraud. 

The trial court sustained the demurrer without leave to 

amend. The court ruled that the release barred KAPC’s causes of 

action and that the Whang exception did not apply. Referring to 

the Whang exception, the court stated: “The common definition 

of ‘affect’ is to ‘produce an effect upon.’ KAPC relies on the 

‘relating to said claims’ language in the last sentence of the 

exemption and argues that ‘[t]his instant case, with its causes of 

action[ ] being directly related to [Park] illegitimately taking 

control of IRUS, relates to these said claims.’ [Citation.] In this 

matter, the ‘said claims’ language refers to the ‘claims or 
12

otherwise affecting [Whang].’[7] Therefore, the last sentence of 

the exemption should be interpreted as reading as follows: the 

settlement agreement ‘cannot be used for any purposes in any 

matters or cases relating to [claims or otherwise affecting 

Whang]. KAPC’s present claims cannot have a direct effect upon 

Whang as that matter has concluded. KAPC’s present claims 

also cannot relate to claims affecting Whang.” The court 

concluded by stating that, “to the extent certain language in the 

[settlement agreement] and the carve out could be construed as 

ambiguous, in light of this Court’s prior factual findings, the 

findings of the Court of Appeal, and, as noticed, the Whang 

judgments—adverse to all parties and sides, it is clear that Park 

has been released.” 

The trial court entered a judgment of dismissal in favor of

Park. KAPC timely appealed.8

7 It is unclear whether the court was referring here to Whang

the lawsuit or Whang the individual. The word in the court’s 

order is not italicized.

8 KAPC does not argue the trial court erred in sustaining 

Park’s demurrer to the fraud cause of action.
13

DISCUSSION

A. Standard of Review

“‘In reviewing an order sustaining a demurrer, we examine 

the operative complaint de novo to determine whether it alleges 

facts sufficient to state a cause of action under any legal theory.’” 

(Mathews v. Becerra (2019) 8 Cal.5th 756, 768; accord, Martin v. 

Gladstone (2023) 96 Cal.App.5th 681, 688-689; Thompson v. 

Spitzer (2023) 90 Cal.App.5th 436, 451.) “We treat the demurrer 

as admitting all material facts properly pleaded, but not 

contentions, deductions or conclusions of fact or law.” (Mathews, 

at p. 768, internal quotation marks omitted; accord, Martin, at 

p. 689; Lauckhart v. El Macero Homeowners Assn. (2023) 

92 Cal.App.5th 889, 899.) “‘[W]e accept as true even improbable 

alleged facts, and we do not concern ourselves with the plaintiff’s 

ability to prove [the] factual allegations.’” (Marina Pacific Hotel 

and Suites, LLC v. Fireman’s Fund Ins. Co. (2022)

81 Cal.App.5th 96, 104-105; see Thomas v. Regents of University 

of California (2023) 97 Cal.App.5th 587, 618, fn. 12 [“when 

California trial courts consider a demurrer, ‘“the facts alleged in 

the pleading are deemed to be true, however improbable they 

may be”’”]; see also Alcorn v. Anbro Engineering, Inc. (1970) 

2 Cal.3d 493, 496 [“the question of plaintiff’s ability to prove 

these allegations, or the possible difficulty in making such proof 

does not concern the reviewing court”].) “[W]e give the complaint 

a reasonable interpretation, reading it as a whole and its parts in 

their context.” (Mathews, at p. 768, internal quotation marks 

omitted; accord, Lauckhart, at p. 899; Marina Pacific, at p. 105.)

“We interpret a release or settlement agreement under the 

same rules of construction that apply to contracts generally. 
14

[Citations.] We interpret a contract to give effect to the mutual 

intention of the parties at the time they formed the contract. 

[Citations.] We discern the parties’ intention based on the 

written contract alone, if possible, but may also consider the 

circumstances under which the contract was made and its subject 

matter. [Citations.] We consider the contract as a whole, and 

interpret contested provisions in their context, not in isolation, 

with the aim of giving effect to all provisions, if doing so is 

reasonably possible.” (Camacho v. Target Corp. (2018) 

24 Cal.App.5th 291, 306.)

“‘An ambiguity exists when a party can identify an 

alternative, semantically reasonable, candidate of meaning of a 

writing. [Citations.] An ambiguity can be patent, arising from 

the face of the writing, or latent, based on extrinsic evidence.’” 

(Benedek v. PLC Santa Monica (2002) 104 Cal.App.4th 1351, 

1357; accord, Eriksson v. Nunnink (2015) 233 Cal.App.4th 708, 

722; see Dore v. Arnold Worldwide, Inc. (2006) 39 Cal.4th 384, 

391 [“‘[a]n ambiguity arises when language is reasonably 

susceptible of more than one application to material facts’”]; 

Zipusch v. LA Workout, Inc. (2007) 155 Cal.App.4th 1281, 1287-

1288 [“If an alternative, ‘“semantically reasonable”’ meaning 

exists the release is ambiguous.”].) The court generally cannot 

resolve a contractual ambiguity on demurrer. (See Performance 

Plastering v. Richmond American Homes of California, Inc.

(2007) 153 Cal.App.4th 659, 672 [ambiguity in a settlement 

agreement could not be resolved on demurrer].)

As stated, settlement or release is an affirmative defense. 

(Ladd v. Warner Bros. Entertainment, Inc. (2010) 

184 Cal.App.4th 1298, 1309; Baker v. Ferrel (1947) 78 Cal.App.2d 

578, 579.) “‘“‘[A] demurrer based on an affirmative defense will 
15

be sustained only where the face of the complaint discloses that 

the action is necessarily barred by the defense.’”’” (Silva v. 

Langford (2022) 79 Cal.App.5th 710, 716; accord, Committee to 

Relocate Marilyn v. City of Palm Springs (2023) 88 Cal.App.5th 

607, 622; see Heshejin v. Rostami (2020) 54 Cal.App.5th 984, 

992.) 

B. The Trial Court Erred in Sustaining Park’s Demurrer 

to the Third Amended Complaint

As discussed, the release in the KAPC v. KAPC settlement 

agreement contained a mutual release of all claims and 

transactions “arising out of or based upon the facts and 

circumstances giving rise to” the lawsuit between the two 

KAPCs. The parties do not dispute the meaning of this part of 

the release; they dispute the meaning of the exception at the end 

of the release. As quoted, that language stated: “This Settlement 

Agreement shall not be construed as releasing any claims or 

otherwise affecting the matter of International Reformed 

University and Seminary v. John Eun Whang et[] al., bearing 

case number BC518771 and/or any settling parties’ claims with 

regard to the Western California Presbytery or the Holy Hills 

Community Church. Thus this agreement cannot be used for any 

purposes in any matters or cases relating to said claims.”

The trial court ruled the release applied and the exception 

did not because the Whang case was over (by stipulated 

judgment), which meant KAPC’s claims in this action could not

have affected the Whang matter. After all, it’s hard to affect a 

lawsuit that’s over. The trial court also ruled the language 

“cannot be used for any purposes in any matters or cases relating 

to said claims” meant “cannot be used for any purposes in any 
16

matters or cases relating to claims or otherwise affecting 

Whang.” 

Well, that’s one possible interpretation. But here’s another

one: The first half of the first sentence of the Whang exception

(“[t]his Settlement Agreement shall not be construed as releasing 

any claims or otherwise affecting the” Whang case) may no longer 

apply because, now that the Whang case is resolved, nothing (in 

this case or otherwise) can affect it. Fair enough. But the second 

half of the first sentence, which continues after “and/or” (“[t]his

Settlement Agreement shall not be construed as releasing . . . any 

settling parties’ claims with regard to the Western California 

Presbytery”), may still apply. KAPC was a “settling party” in 

KAPC v. KAPC. It had claims that related to (were “with regard 

to”) Western California Presbytery (and, for that matter, Holy

Hill Community Church). Those claims were not released, and 

KAPC is pursuing them in this action. Therefore, under this 

equally (if not more) reasonable interpretation of the Whang

exception, the release in the settlement agreement does not 

apply, at least on demurrer. (See Russell City Energy Co., LLC v. 

City of Hayward (2017) 14 Cal.App.5th 54, 62 [“So long as the 

pleading does not place a clearly erroneous construction upon the 

provisions of the contract, in passing upon the sufficiency of the 

complaint, we must accept as correct plaintiff’s allegations as to 

the meaning of the agreement. (internal quotation marks 

omitted)”]; Klein v. Chevron U.S.A., Inc. (2012) 202 Cal.App.4th 

1342, 1385 [same].) 

But there’s more: The second sentence of the Whang

exception stated the settlement agreement “cannot be used for 

any purposes in any matters or cases relating to said claims.” 

Park “used” the settlement agreement for a purpose in this case: 
17

to bar KAPC’s claims and obtain judgment on the pleadings. A 

legitimate purpose, to be sure, but a purpose. And which claims 

are “said claims”? The trial court ruled that “said claims” meant 

“claims or otherwise affecting” Whang and that the second 

sentence meant the settlement agreement could not be used for 

any purpose in any matters or cases relating to claims or 

otherwise affecting Whang. That’s one possible interpretation 

(although the sentence doesn’t say that; the trial court imported 

the phrase “claims or otherwise affecting Whang” from the first 

half of the first sentence and added it to the end of the second). 

But an equally, if not more, reasonable interpretation is that 

“said claims” referred to what the exemption is about: the claims 

of the settling parties “with regard to” the Western California 

Presbytery (and, though not relevant here, Holy Hill Community 

Church). That’s what KAPC (quite reasonably) alleges it means, 

and on demurrer we accept that interpretation. (See Aluma 

Systems Concrete Construction of California v. Nibbi Bros. Inc.

(2016) 2 Cal.App.5th 620, 626 [even if the defendant’s 

“construction of the Contract were possible, we must accept [the 

plaintiff’s] reasonable interpretation for purposes of . . .

demurrer”]; Marzec v. Public Employees’ Retirement System

(2015) 236 Cal.App.4th 889, 909 [“‘“‘So long as the pleading does 

not place a clearly erroneous construction upon the provisions of 

the contract, in passing upon the sufficiency of the complaint, we 

must accept as correct plaintiff’s allegations as to the meaning of 

the agreement.’”’”]; Performance Plastering v. Richmond 

American Homes of California, Inc., supra, 153 Cal.App.4th at 

p. 672 [where a term in a “settlement agreement is arguably 

ambiguous,” the court “must accept [the plaintiff’s] reasonable 
18

interpretation of the terms of the settlement agreement in testing 

the sufficiency of the complaint”].)

Indeed, KAPC’s claims in this action relate directly to the 

claims involving Western California Presbytery that KAPC 

asserted in KAPC v. KAPC, bringing those claims even further

within the ambit of the Whang exception. Remember that in this 

action KAPC alleged Park and his associates wrongfully removed 

the president of IRUS and arranged to have himself re-installed 

as the president? Well, Whang was the president Park deposed. 

Here’s what Whang alleged about that in his cross-complaint in 

IRUS v. Whang: In 1979 IRUS was donated to KAPC and 

became “subject to the management and control of KAPC”; in 

2006 Park became president of IRUS; in July 2010 Park 

“resigned in disgrace as the President of IRUS and . . . Whang 

was elected as the new President”; in July 2012 Park “was 

illegally-elected [sic] as the new President of IRUS”; and in the 

fall of 2012 Park “committed an act of tergiversation by 

purportedly holding a special meeting of the” IRUS board of 

directors “to amend the Bylaws of IRUS to remove the provision 

requiring IRUS to adhere to the direction, management, control 

and guidance of KAPC,” which “apostasy violated the entire basis 

for donating IRUS to KAPC in 1979.”9 Whang further alleged in 

his cross-complaint that he filed a complaint with the “Central 

Los Angeles Presbytery (a local presbytery of KAPC)” and that 

9 “Tergiversation is defined as ‘[t]he action of “turning one’s 

back on” i.e. forsaking, something in which one was previously 

engaged, interested, or concerned; desertion or abandonment of a 

cause, party, etc.; apostasy, renegation.’” (B. Handler, 

Abandoning the Cause: An Interstate Comparison of Candidate 

Withdrawal and Replacement Laws (2004) 37 Colum. J.L. & Soc. 

Probs. 413, 446.)
19

there was a “Church Trial” with “the California Presbytery and 

the Central Los Angeles Presbytery.” Whang asserted causes of 

action for, among other things, injunctive relief to enjoin Park 

and others from managing and controlling IRUS and using 

IRUS’s name, logo, or materials; declaratory relief regarding who 

was in charge of IRUS; constructive trust over IRUS’s property 

and income; and an accounting of IRUS’s assets, liabilities, 

income, and expenses. Sure sounds a lot like KAPC’s claims in 

this case, and the very kind of claims the Whang exception was 

drafted not to release. 

We need not decide now which interpretation of the Whang

exception is more reasonable. That very well may have to await 

the trial court’s evaluation of extrinsic evidence. (See City of 

Hope National Medical Center v. Genentech, Inc. (2008) 

43 Cal.4th 375, 393 [extrinsic evidence “is admissible to resolve 

ambiguities in the contract’s language”]; Wolf v. Superior Court

(2004) 114 Cal.App.4th 1343, 1350 [courts may consider extrinsic 

evidence in ascertaining the meaning of an ambiguous 

contractual term]; Neverkovec v. Fredericks (1999) 74 Cal.App.4th 

337, 350 [parol evidence is admissible to resolve an ambiguity in 

a release].) We can safely conclude, however, that at the pleading 

stage both interpretations are reasonable and that the trial court 

erred in sustaining Park’s demurrer based on the settlement 

agreement and release. (See People v. Superior Court 

(J.C. Penney Corp., Inc.) (2019) 34 Cal.App.5th 376, 399 

[a “‘demurrer based on an affirmative defense cannot properly be 

sustained where the action might be barred by the defense, but is 

not necessarily barred’”]; CrossTalk Productions, Inc. v. Jacobson

(1998) 65 Cal.App.4th 631, 635 [same]; see also Stella v. Asset 

Management Consultants, Inc. (2017) 8 Cal.App.5th 181, 191 
20

[“‘a demurrer based on an affirmative defense will be sustained 

only where the face of the complaint discloses that the action is 

necessarily barred by the defense’”].)

The trial court also ruled that, to the extent there was any 

ambiguity in the settlement agreement and the Whang exception, 

the release still applied because of the trial court’s “prior factual 

findings” and “the findings of” this court in KAPC I. Both 

reasons were flawed. Whatever the trial court’s prior factual 

findings were, they were irrelevant on demurrer. (See Payne v. 

Rader (2008) 167 Cal.App.4th 1569, 1575 [“a ruling on a 

demurrer does not involve either admission of evidence or 

findings of fact”], disapproved on another ground in Ryan v. 

Rosenfeld (2017) 3 Cal.5th 124, 135, fn. 4; Mink v. Maccabee 

(2004) 121 Cal.App.4th 835, 839 [“a demurrer does not permit the 

trial court to make any factual findings at all, including ‘implicit’

ones”].) And we did not make any findings in KAPC I. We rarely

do. (See In re Zeth S. (2003) 31 Cal.4th 396, 405 [“‘Although 

appellate courts are authorized to make findings of fact on appeal 

by Code of Civil Procedure section 909 and rule 23 of the 

California Rules of Court, the authority should be exercised 

sparingly,” and “[a]bsent exceptional circumstances, no such 

findings should be made.”]; Technology Credit Union v. Rafat

(2022) 82 Cal.App.5th 314, 323 [same].) As discussed, in KAPC I

we affirmed the dismissal of KAPC’s trademark claims and 

directed the trial court to give leave to amend to allege standing 

to assert KAPC’s other claims.
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C. The Law of the Case Doctrine Did Not Apply

Park argues that we held in KAPC I the settlement 

agreement released Park and that our decision in KAPC I is law 

of the case. Not quite.

Under the law of the case doctrine, “a matter adjudicated 

on a prior appeal normally will not be relitigated on a subsequent 

appeal in the same case.” (Davies v. Krasna (1975) 14 Cal.3d 502, 

507; see People v. Barragan (2004) 32 Cal.4th 236, 246 [“when an 

appellate court ‘“states in its opinion a principle or rule of law 

necessary to the decision, that principle or rule becomes the law 

of the case and must be adhered to throughout [the case’s] 

subsequent progress, both in the lower court and upon 

subsequent appeal”’”]; Searle v. Allstate Life Ins. Co. (1985) 

38 Cal.3d 425, 434 [“The rule of ‘law of the case’ generally 

precludes multiple appellate review of the same issue in a single 

case.”].) “The doctrine applies to decisions of intermediate 

appellate courts as well as courts of last resort” (San Francisco 

Baykeeper, Inc. v. State Lands Com. (2018) 29 Cal.App.5th 562, 

569, fn. 4), and “‘“even if the court that issued the opinion 

becomes convinced in a subsequent consideration that the former 

opinion is erroneous”’” (Finato v. Keith A. Fink & Associates

(2021) 68 Cal.App.5th 136, 148). The doctrine promotes finality 

by preventing relitigation of issues previously decided. (George 

Arakelian Farms, Inc. v. Agricultural Labor Relations Bd. (1989) 

49 Cal.3d 1279, 1291; Searle, at p. 434.)

In KAPC I we held the settlement and release barred 

KAPC’s trademark claims. KAPC I did not involve, and we did 

not adjudicate, whether the settlement and release barred any 

other causes of action. Indeed, we did not really decide that the 

Whang exception did not apply to KAPC’s trademark claims; we 
22

held only that KAPC forfeited its right to make the argument. 

Either way, the law of the case doctrine does not apply here.

DISPOSITION

The judgment is reversed. The trial court is directed to 

vacate its order sustaining KAPC’s demurrer to the third 

amended complaint and enter a new order sustaining the 

demurrer to KAPC’s fraud cause of action without leave to amend 

and otherwise overruling the demurrer. KAPC is to recover its 

costs on appeal. 

SEGAL, Acting P. J.

We concur:

FEUER, J.

MARTINEZ, J.