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Filed 3/3/23 LR Partners, L.L.C. v. Charter Communications Inc. CA1/3

NOT TO BE PUBLISHED IN OFFICIAL REPORTS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 This opinion has not been certified for publication or 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

FIRST APPELLATE DISTRICT

DIVISION THREE

LR PARTNERS L.L.C.,

Plaintiff and Respondent,

v.

CHARTER COMMUNICATIONS 

INC. et al.,

Defendants and Appellants.

 A165058

 (San Francisco City & County

 Case No. CGC-18-565706)

Spectrum Pacific West, LLC (“Spectrum”) appeals from a judgment 

entered in favor of LR Partners, L.L.C. (“LR Partners”) after the trial court

granted LR Partners’ motion for summary adjudication and ruled in LR 

Partners’ favor on the key contract interpretation issue presented by the 

motion. Specifically, the court determined that the 1969 agreement between 

the parties’ predecessors, which includes a provision that has obligated 

Spectrum to make revenue share payments to LR Partners annually,

included an express term of duration which was not terminable at will by 

Spectrum. We affirm.

FACTUAL AND PROCEDURAL BACKGROUND

A. The 1969 Contract

The contract underlying this dispute was entered into on September 24,

1969, between Spectrum’s predecessor, cable television operator Southern 
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California Cable Television (“SCCTV”), and LR Partners’ predecessor, real 

estate developer UTLX, Inc. (“UTLX”) (contract referred to as the “UTLX 

Agreement” or “Agreement”). In the Agreement, SCCTV agreed to construct, 

install, maintain, and operate a community antenna television system 

(“CATV”) throughout certain undeveloped real property in the city of 

Thousand Oaks (the “Property”). The Property consisted of approximately 

2582.6 acres in Thousand Oaks being developed by UTLX.

The UTLX Agreement is ten pages without exhibits. It contains five

enumerated sections each with additional subsections.

Section 1 (“Recitals”) contains various recitals which the parties 

acknowledge “constitute the premises upon which this Agreement [was] 

based and the reasons for its execution.” Section 1.1 recites UTLX’s 

representation to SCCTV that “UTLX is the beneficial owner of the 

Property. . .” Section 1.2 notes that UTLX has advised SCCTV that UTLX 

has entered into an agreement with the Donald B. Bren Company (“Bren”) 

providing for Bren’s option to purchase approximately 827 acres of the 

Property for residential and commercial development. That subsection 

further states that UTLX is obligated to “use its best efforts to provide an 

operating CATV system available to residential purchasers” in the Bren

portion of the Property and to make that area cable ready as well. Section 

1.3 recites SCCTV’s representation to UTLX regarding its experience in the 

construction, installation, and operation of CATV systems and its desire to do 

so for the Property. 

Section 2 (“The Nature of the CATV System and Service to be Provided 

by SCCTV”) sets forth SCCTV’s representations and warranties. Section 2.1

states that SCCTV is “the holder of a non-exclusive franchise from the City to 

provide CATV System and service therefor to an area including the entire of
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the Property, as authorized by Ordinance No. 28 adopted by the City’s 

Council on April 6, 1965. . . . All operation of the CATV System and all 

service in connection therewith by SCCTV for the Property will be in 

accordance with the terms and conditions of said Ordinance.” The referenced

ordinance, which is the non-exclusive franchise granted SCCTV by Thousand 

Oaks, is an exhibit to the Agreement. Section 2.2 provides that SCCTV “will 

construct, install, maintain and operate for the entire of the Property a 

complete and operating CATV system” and provide associated services, which 

include delivering to each subscriber at least 10 television channels and FM 

radio reception.

Section 3 (“Construction and Installation of the CATV System”) covers 

standards for the system’s construction and installation. Section 3.1 explains 

that SCCTV will construct and install the system in a good and workman like 

manner. Section 3.2 requires UTLX to give SCCTV not less than 30 days’ 

notice prior to commencing construction of any streets upon the Property or 

any major and secondary streets required under the Bren agreement. This

section further adds that UTLX “shall use its best efforts to cause Bren or 

any other developer purchasing portions of the property from UTLX to give 

similar notice to SCCTV with respect to construction of any in-tract roads or 

utilities with respect to which UTLX has no obligation or responsibility. 

UTLX shall also grant to SCCTV all easements, licenses and permissions 

necessary for SCCTV to install any portion of the system in such major and 

secondary streets which are the obligation of UTLX and any other streets 

constructed by it and will use its best efforts to cause Bren or such other 

developer to grant to SCCTV similar rights necessary to SCCTV’s 

construction and installation of the System upon the Property.” 
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Section 4 (“Operation of the CATV System; Division of Revenues”) 

discusses payment obligations between the parties. In Section 4.1, UTLX 

agrees to pay SCCTV an initial connection fee of $35 per connected 

household. Section 4.3, which is the payment provision giving rise to the

parties’ instant dispute, states: “During the term of this Agreement, SCCTV 

will pay UTLX an amount equal to 16-2/3 percent of all revenues, whether 

received from subscribers or from others, received by SCCTV from or with 

respect to the Property for CATV System” service for the covered property. 

The payment obligation is subject to certain carveouts not at issue in this 

appeal. Section 4.4 provides that the amounts due under sections 4.1 and 4.3 

are to be “paid annually on January 31 of each year based upon connections

to the [CATV] System during the previous twelve months and all revenues 

received with respect to the Property from the [CATV] System for the 

previous twelve months.”

Section 5 (“General Provisions”) – the final enumerated section of the 

Agreement – includes the following provision in section 5.1, the meaning of 

which the parties dispute: 

Subject to the next sentence, this Agreement and all

of the rights and obligations of the parties hereunder shall 

remain in effect for so long as SCCTV, or its successors and 

assigns, shall continue to be franchised by the City or other 

appropriate governmental agency to provide CATV System 

service to said City and shall inure to the benefit of and be 

binding upon UTLX, SCCTV and their respective 

successors and assigns. 

Section 5.1 further provides: 

In the event that SCCTV, its successors or assigns, 

shall have discontinued operation of the System for any 

reason other than bona fide repair thereof diligently and 

continuously pursued, and shall not have resumed 

operation thereof within thirty (30) days after written 
5

request from UTLX that said service be resumed, 

thereupon by written notice from UTLX to SCCTV of its 

election to do so, UTLX shall be entitled to receive absolute 

title to, and thereafter to operate, all portions of the system 

upon or through the Property, including without limitation, 

all cable, connections, terminals, easements, licenses, and 

other permission for use of the system free and clear of any 

further right, title or interest of SCCTV, its successors or 

assigns, whatsoever in such portion of the System, such 

event constituting a termination of all title or interest of 

SCCTV or its successors or assigns in and to such portion of 

the System, and the vesting of such title in UTLX, its 

successors and assigns forever.

There is no fixed term of years in this section or elsewhere in the Agreement.

B. 1969-1990

In the years following the Agreement’s execution, various entities 

succeeded UTLX and SCCTV. In 1971, UTLX changed its name to Langmoor 

Corporation (“Langmoor”). In 1971, SCCTV was acquired by and merged into 

Storer Cable, Inc. (“Storer”). In 1988, Ventura County Cablevision, Inc. 

(“Ventura Cable”) acquired Storer and assumed its obligations under the 

UTLX Agreement.

There appears to be no dispute between the parties that UTLX and its

successor provided the easements, licenses, permissions, and notifications

necessary under the Agreement, as well as paid the cable provider the $35 

per household connection fees. There is also no dispute that during this time 

frame (1969-1990), SCCTV and its successors paid UTLX and its successor 

the annual revenue share payments under section 4.3 of the Agreement. 

According to LR Partners, UTLX successor Langmoor began receiving 

payments from SCCTV successor Storer in 1978, nine years into the 

Agreement, “when the amounts due as a percentage of cable revenue under 
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§ 4.3 of the UTLX Agreement exceeded the initial connection fees due under 

§ 4.1 of the Agreement.”

C. The 1990 Modification of the UTLX Agreement

By 1990, an approximately 504.97-acre portion of the Property known 

as the “Lang Ranch Property” was carved out by UTLX successor Langmoor

and transferred to another developer, the Lang Ranch Company.

On September 1, 1990, the Lang Ranch Company and SCCTV successor 

Ventura Cable entered into a separate agreement for the provision of cable 

services on the Lang Ranch Property. Like the UTLX Agreement, this new

agreement, entitled “Compensation Agreement Lang Ranch” (the “Lang 

Ranch Agreement”), was designed to facilitate CATV services to subscribers 

on the Lang Ranch Property.

Under the Lang Ranch Agreement, Ventura Cable agreed to pay Lang 

Ranch Company a fixed $600 per connection as well as a percentage of gross 

revenue – 7-1/2 percent – received from delivery of its cable services on the 

Lang Ranch Property. The parties agreed that the payments made by the 

cable company to the developer under the agreement were “considered ‘just 

compensation’ to the owner for the use of the easements upon the Property.” 

Unlike the UTLX Agreement, which had no fixed term limit for payments 

from cable provider to developer, the Lang Ranch Agreement stated that 

Ventura Cable’s obligation to pay the 7-1/2 percent compensation to Lang 

Ranch Company was to last approximately 20 years, commencing on the date 

of the contract, which was September 1, 1990, and terminating December 31, 

2010, subject to earlier termination if Lang Ranch Company or other 

developers failed to satisfy their various obligations under the contract.

The Lang Ranch Agreement required the Lang Ranch Company to 

cause Langmoor to acknowledge that the UTLX Agreement had no 
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application to the Lang Ranch Property, and that Langmoor had no right 

under the UTLX Agreement to any compensation or other consideration 

arising from the cable system constructed on the Lang Ranch Property. 

Accordingly, on September 1, 1990, Langmoor executed a separate two-page 

“Acknowledgement” concurrent with and incorporated by the Lang Ranch 

Agreement in which Langmoor stated that it had transferred a portion of the 

Property (which had been subject to the UTLX Agreement) to the Lang 

Ranch Company. Langmoor further agreed that the “Lang Ranch Property 

ha[d] been transferred to Lang Ranch Company . . . [and was] no longer 

subject to the UTLX Agreement.” Langmoor affirmed that it was “entitled to 

no compensation of any nature from [Ventura Cable] as successor-in-interest 

to [SCCTV] under the UTLX Agreement, with respect to the construction, 

operation and maintenance of a cable television system upon the Lang Ranch 

Property or any revenue of any nature derived by [Ventura Cable] with 

respect to such a system.”

Thus, under the Lang Ranch Agreement and Acknowledgment, the 

parties modified the UTLX Agreement to effectively limit its reach to the 

portions of the original Property which were already developed and not 

acquired by the Lang Ranch Company.

D. 1991 to Current Dispute

In 1991, Langmoor sold and assigned its interest and rights under the 

UTLX Agreement to LR Partners.

In 1996, TCI West, Inc. acquired the company that owned Ventura 

Cable. Three years later, Adelphia acquired TCI West. In 2007, Time 

Warner Cable, Inc. (“TWC”) assumed operations from Adelphia, and a direct 

subsidiary, Time Warner Cable Pacific West LLC (“TWC Pacific”), held the 

local franchise to provide cable services in Thousand Oaks. That same year, 
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TWC Pacific obtained a state-issued franchise pursuant to the California 

Digital Infrastructure and Video Competition Act (“DIVCA”), which became 

effective in 2008. DIVCA required cable operators to transition from local to 

state-issued franchises. (Pub. Util. Code, § 5800 et seq.) The franchise 

granted by Thousand Oaks expired when the state-issued franchise became 

effective. In 2016, Charter Communications, Inc. (“Charter”) acquired TWC

Pacific, but TWC Pacific continued as the entity that held the state-issued 

franchise to provide services in Thousand Oaks. Charter did not assume any 

of TWC Pacific’s obligations under the UTLX Agreement. 

Again, there is no dispute that through 2016, Spectrum’s predecessors 

paid LR Partners and its predecessors the annual section 4.3 payments. 

Between 1990 and 2016, this sum amounted to approximately $2.3 million.

The last annual payment to LR Partners was made in June 2016, based on 

revenue received by TWC Pacific in 2015.

In October 2017, after months of exchanges between the parties 

regarding nonpayment of the annual revenue shares for 2016, outside counsel 

for LR Partners requested payment. LR Partners advised that it would have 

no alternative to filing suit to enforce is rights under the UTLX Agreement if 

no response was received. In April 2018, LR Partners filed a breach of 

contract claim against the cable provider seeking to enforce LR Partners’ 

alleged rights to the section 4.3 annual payment.

In August 2018, outside counsel for Spectrum’s predecessor TWC 

Pacific wrote LR Partners, advising that TWC Pacific had terminated the 

UTLX Agreement in April 2018 when, in its view, it had denied any 

obligation to make payments under the Agreement and refused to make 

further payments to LR Partners. TWC Pacific reiterated its termination of 

the Agreement and any obligation for it to abide by its terms.
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As of November 2018, TWC Pacific was renamed Spectrum Pacific 

West, LLC. According to Spectrum, in light of LR Partners’ payment 

demands, it began to investigate the current ownership or control of the 

Property subject to the UTLX Agreement. Spectrum asserts that its 

predecessors had paid LR Partners based on the mistaken belief that LR 

Partners and its predecessors owned or controlled the Property subject to the 

UTLX Agreement, as modified by the 1990 Acknowledgment, and that such 

payment was required for continued access to the Property. Based on its 

investigation, the cable provider determined LR Partners no longer owned or 

controlled the Property and certain rights of way had been transferred to the 

public or third parties. As a result, Spectrum states it terminated the UTLX 

Agreement.

Spectrum, now SCCTV’s successor, currently holds the state-issued 

franchise to operate on the Property covered by the UTLX Agreement. It is 

undisputed that Spectrum has not provided and does not provide any cable

services on, or receive cable-related revenues, from any property owned by LR 

Partners. It is also undisputed that LR Partners does not currently own or 

control the Property subject to the UTLX Agreement.

E. Trial Court Proceedings

After litigation between the parties commenced in April 2018, LR 

Partners amended the complaint to insert TWC Pacific in place of the first 

doe defendant. Upon TWC Pacific’s name change to Spectrum, all further 

pleadings by the cable provider were made by Spectrum. In January 2019, 

Spectrum filed a cross-complaint against LR Partners, seeking among other 

relief a declaration that the UTLX Agreement was terminated or 

unenforceable.
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Following discovery, the parties stipulated to the precise geographic 

scope of the UTLX Agreement, as modified by the 1990 Lang Ranch 

Agreement and the Acknowledgment, and to the distinct payment streams 

that arose under the agreements. The parties also entered a stipulation 

regarding the method of calculating the amount owed under the UTLX 

Agreement and amounts payable based on that method. Soon thereafter, the 

parties filed cross-motions for summary adjudication on the meaning of the

UTLX Agreement, which the trial court heard and ruled on in April 2021.

The trial court granted LR Partners’ motion for summary adjudication

in its entirety and largely denied Spectrum’s cross-motion as moot. The court 

concluded that Spectrum owed a duty to make the 16-2/3 percent payments 

under the UTLX Agreement. The court noted that under section 5.1 of the 

Agreement, “the parties agreed that the UTLX Agreement shall remain in 

effect ‘for so long as SCCTV, or its successors and assigns, shall continue to 

be franchised by the City or other appropriate governmental agency to 

provide CATV System service to said City.’ ” Rejecting Spectrum’s contention 

that such payments were conditioned on LR Partners’ ownership of the 

property subject to the UTLX Agreement, the court explained that the plain 

language of the Agreement did not condition payment on such ownership and 

found no term reasonably susceptible to such a construction. The court also 

rejected Spectrum’s argument that the Agreement was indefinite in duration, 

reasoning that there was nothing indefinite about section 5.1’s provision that 

the agreement would run so long as SCCTV continued to be franchised by

Thousand Oaks or another appropriate governmental agency. Further, it 

found the UTLX Agreement was not reasonably susceptible to Spectrum’s 

assertion that the city or a local entity had to be the franchising government 

agency and concluded the state-issued franchise under which Spectrum had 
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operated since 2008 qualified. Based on these rulings, the trial court further 

concluded the Agreement was not vague, ambiguous, or insufficiently

definite.

In light of the trial court’s summary adjudication order and the earlier 

stipulations regarding how annual payments under the Agreement were to be 

calculated, LR Partners and Spectrum stipulated to a damages and interest

calculation, subject to Spectrum’s right to appeal the court’s liability 

determination. The trial court entered final judgment based on the

stipulation. This appeal followed.

DISCUSSION

Spectrum contends that the 1969 UTLX Agreement is a “textbook one 

of indefinite duration” which it was entitled to, and did, terminate at will 

when it took over the cable system in Thousand Oaks in 2018. The cable 

provider argues that the trial court erred in construing the Agreement to 

have an “implied time limit” tied to its maintenance of a government-issued

franchise or permit to operate its cable system within Thousand Oaks. In 

Spectrum’s view, this court should reverse the trial court’s final judgment 

that Spectrum is liable to LR Partners for breach of contract. We disagree

and conclude the Agreement contains an express durational term that 

governs its termination.

A. Applicable Law

An order granting a motion for summary adjudication, like a summary 

judgment order, is reviewed de novo. (Certain Underwriters at Lloyd’s of 

London v. Superior Court (2001) 24 Cal.4th 945, 972.) 

“Our mission in every contract case is to discern and effectuate the 

contracting parties’ mutual intent. We begin with the words of the contract. 

The nature of the contract and the surrounding circumstances can inform 
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those words. [Citation.] [¶] We gain insight by divining the purpose of the 

contract. Understanding what the parties were trying to accomplish can 

illuminate their contractual language.” (RMR Equipment Rental, Inc. v. 

Residential Fund 1347, LLC (2021) 65 Cal.App.5th 383, 392 (RMR).) “[T]he 

language of a contract must be construed in the context of the instrument as 

a whole and all the surrounding circumstances.” (Admiral Ins. Co. v. 

Superior Court (2017) 18 Cal.App.5th 383, 388; Stockton v. Stockton Plaza 

Corp. (1968) 261 Cal.App.2d 639, 644 [in interpreting a contract, the court 

may look to the surrounding circumstances to decide what is reasonable and 

what the parties intended by the language used].)

“Generally speaking, contract interpretation is a legal rather than a 

factual question. [Citation.] It is a judicial function to interpret a written 

contract, unless the interpretation turns upon the credibility of extrinsic 

evidence. [Citation.] [¶] A trial court properly admits evidence extrinsic to 

the written instrument to determine the circumstances under which the 

parties contracted and the purpose of the contract.” (RMR, supra, 65 

Cal.App.5th at p. 392.) When no extrinsic evidence is in conflict, reviewing 

courts undertake their own construction of the agreement. (Id. at p. 393.) 

When the material extrinsic evidence is undisputed, reviewing courts 

independently determine the meaning of the contract. (Ibid.)

B. Determining Contract Duration

In Consolidated Theatres, Inc. v. Theatrical Stage Employees Union, 

Local 16 (1968) 69 Cal.2d 713 (Consolidated), our Supreme Court set out a 

three-step analysis for determining a contract’s term of duration. First, 

courts look for an express duration provision in the contract. If one exists, we 

enforce it according to its terms. Second, if the contract does not have an 

express provision, we look to the intention of the parties to imply a duration. 
13

Third, if we find neither an express nor an implied term, we construe the 

term of duration to be a reasonable time. (Id. at pp. 723–731.) If a contract 

is of indefinite duration, it may be terminated after a reasonable time and 

with adequate notice. (See Asmus v. Pacific Bell (2000) 23 Cal.4th 1, 18

(Asmus).)

1. The UTLX Agreement’s Duration Provision

“California cases have long recognized that a contract may, by its 

express terms, provide for a term of duration of indefinite length and without 

specific limitation, tied not to the calendar but to the conduct of the 

contracting parties.” (Zee Medical Distributor Association, Inc. v. Zee 

Medical, Inc. (2000) 80 Cal.App.4th 1, 7 (Zee).) “The general California rule 

appears to be that a contract is not fatally defective merely because it does 

not specify a time presently definite for its termination [citation]. The rule is 

that if the contract is to remain in effect so long as one continues to perform 

or act in a certain manner . . . the agreement is sufficiently certain to be 

vital.” (Zimco Restaurants, Inc. v. Bartenders and Culinary Workers Union, 

Local 340, AFL-CIO (1958) 165 Cal.App.2d 235, 237 (Zimco).)

For example, in Great Western Distillery Products v. John A. Wathen 

Distillery Co. (1937) 10 Cal.2d 442, our Supreme Court held that “ ‘[t]he 

failure to specifically limit the duration of the contract did not fatally affect it 

and did not give rise to a right to terminate the contract at will without a

liability for damages.’ ” (Id. at pp. 446–447.) The contract at issue was an 

agreement for the distribution for distilled spirits which provided that “ ‘as 

long as the plaintiff purchases and continues to purchase from the defendant

all of its John A. Wathen Distillery Company warehouse receipts for 

whiskey,’ ” the defendant would limit its sales to others in California. (Id. at 

444–445, emphasis added.) The Court deemed this provision an express term 
14

of duration which was sufficiently certain and valid. (Id. at p. 447 [“ ‘ “As a 

general proposition the failure of an executory contract to state a time 

presently definite for its termination does not render it void for 

uncertainty.” ’ ”].) Two more recent cases reflecting this rule that a contract 

may remain in effect so long as one continues to perform or act in a certain 

manner are instructive. 

In Lura v. Multaplex, Inc. (1982) 129 Cal.App.3d 410 (Lura), the

plaintiff successfully procured customers for the defendant’s business. (Id. at 

p. 412.) Once the plaintiff secured the accounts, he had no further obligation 

to service them. (Ibid.) In return for the plaintiff's work, the defendant 

promised to pay him a 5 percent commission, based upon the defendant’s 

sales to the accounts. (Ibid.) The parties “neither discussed nor reached an 

understanding as to the duration of the agreement.” (Ibid.) After a few 

years, the defendant sought to terminate the commission payments, even 

though the “customers solicited by appellant continued to conduct business 

with respondent.” (Ibid.) The trial court determined that the contract was of 

indefinite duration, and therefore terminable by either party upon notice 

after a reasonable time. (Id. at p. 413.) 

In reversing the trial court, the court of appeal reasoned that the 

defendant had an ongoing obligation to pay the commission so long as he

continued selling to the plaintiff’s accounts. (Lura, supra, 129 Cal.App.3d at 

p. 413.) The court explained: “Since [the defendant’s] obligation to [the 

plaintiff] is contingent upon its sales to the accounts he secured, the 

agreement is of a limited duration – until [the defendant] stops selling to 

those accounts.” (Ibid.) Further, the “ ‘mere fact that an obligation under a 

contract may continue for a very long time is no reason in itself for declaring 

the contract to exist in perpetuity or for giving it a construction which would 
15

do violence to the expressed intent of the parties.’ ” (Ibid.) In determining 

duration, the court of appeal recognized that “[t]he important factor, then, is 

not whether the contract fails to specify a termination date, but whether 

there is an ascertainable event which necessarily implies termination.” (Id. 

at pp. 414–415.) The agreement at issue provided for such an event: the 

termination of sales to the specified accounts. (Id. at p. 415 [“where an 

obligation is conditioned upon an event connected with the subject matter of 

the contract, the obligation continues until that event occurs”].) 

In RMR, supra, 65 Cal.App.5th 383, the defendant, an owner of a 

mobile home park, entered into a service contract with the plaintiff, an owner 

of water trucks, to be the park’s exclusive supplier of drinking water beyond 

what the park’s wells could produce. (Id. at pp. 385–386.) The parties based 

the contract duration on performance and contingencies, not on the calendar, 

and no expiration date was set. (Id. at p. 389.) “Rather, the contract would 

end when the park no longer needed trucked water, either because it put in 

enough new wells or because it succeeded in connecting to a public water 

system.” (Ibid.) Relevant language in the parties’ agreement stated: “ ‘RMR 

Water Trucks will be guaranteed water delivery to Paradise Ranch as long as 

the park needs water to supplement its well water production or another 

supply of water becomes available.’ ” (Ibid, italics omitted.) After thirteen 

years and new park ownership, the park began hauling water in a truck it 

had bought, and the plaintiff confronted park managers, asserting a violation 

of the agreement. (Id. at p. 390.) When the plaintiff rejected the park’s offer 

to be an as needed supplier at the original contract price, the park stopped 

asking the plaintiff for water. (Ibid.) The plaintiff then sued for breach of 

contract. (Ibid.) The trial court found the defendant had breached the 

agreement but refused the plaintiff’s request for a damages award from the 
16

date of breach to the date of trial, which was a span of about four years, 

because the contract contained no express duration term and was thus 

terminable at will on reasonable notice. (Id. at p. 391.) The court determined 

reasonable notice was three months and awarded damages accordingly. 

(Ibid.) In reversing the trial court on damages, the court of appeal held the 

contract’s provision – “ ‘RMR Water Trucks will be guaranteed water delivery 

to Paradise Ranch as long as the park needs water to supplement its well 

water production or another supply of water becomes available’ ” – was an 

express duration provision. (Id. at p. 393.) As explained by the court, “This 

contract was not terminable at will. It was to continue as long as the park 

needed water to supplement its well production: until it obtained another 

supply of water by connecting to some larger water system or by drilling more 

wells that obviated the need for trucks. Therefore it was error to limit 

damages for breach to an arbitrary three-month term.” (Ibid.)

As in RMR, our analysis also begins and ends with the plain language 

of the UTLX Agreement, which is not silent as to duration. Section 5.1 of the 

Agreement sets forth an express duration provision: “[T]his Agreement and 

all of the rights and obligations of the parties hereunder shall remain in 

effect for so long as SCCTV, or its successors and assigns, shall continue to be 

franchised by the City or other appropriate governmental agency to provide 

CATV System service to said City and shall inure to the benefit of and be 

binding upon UTLX, SCCTV and their respective successors and assigns.” 

This duration provision applies to “all of the rights and obligations of the 

parties hereunder,” which no party disputes encompass the section 4.3 

annual revenue share payments. It establishes that such obligations shall

remain in effect so long as Spectrum continues to be franchised by Thousand 

Oaks or “other appropriate governmental agency” to provide cable services to 
17

Thousand Oaks. In conditioning termination on Spectrum’s ongoing cable 

franchise, the Agreement provides an ascertainable event for termination 

which makes it one of definite duration. (Asmus, supra, 23 Cal.4th at p. 17

[“courts have interpreted a contract that conditions termination on the 

happening of a future event as one for a definite duration or time period only 

when ‘there is an ascertainable event which necessarily implies termination’ 

”].) Accordingly, like the contracts in Lura and RMR, the UTLX Agreement 

was not indefinite and thus not terminable at will. The trial court did not err 

in concluding the Agreement was of definite duration.

Spectrum argues that the contract “is a textbook example of an 

agreement for an indefinite duration” because it does not contain an express 

durational term or even a termination clause. There is no dispute that the 

Agreement does not include a term of years. As Spectrum notes, even the 

trial court recognized the Agreement does “not appear to have a specific 

definite term” and added that “it just seems a little odd that [the Agreement] 

. . . like the Energizer [B]unny, just keeps going and going and going.” Case 

law, however, clearly establishes that “[a] contract is not fatally defective 

merely because it does not provide a time presently definite for its 

termination. [Citation.] Words which fix an ascertainable event, by which 

the term of a contract’s duration can be determined, make the contract 

definite and certain in that particular.” (Bradner v. Vasquez (1951) 102 

Cal.App.2d 338, 344; see also Zimco, supra, 165 Cal.App.2d at p. 237 [a 

contract to remain in effect so long as one continues to perform or act in a 

certain manner is a sufficiently certain agreement].) As we have discussed, 

section 5.1 of the Agreement contains an explicit term of duration tied to 

Spectrum’s ongoing cable franchise. When the franchise ends, Spectrum’s

obligation to make the section 4.3 payments to LR Partners shall cease. 
18

Spectrum also relies on various extrinsic evidence to support its view 

that the parties understood and agreed the UTLX Agreement would run for 

an indefinite period. These include a memorandum dated September 23, 

1969, from the UTLX signatory to the Agreement, in which he writes that the

Agreement “will result in our realizing a modest income from an indefinite 

period with very little risk or financial commitment.” (Emphasis added.) In 

a 1978 internal review memo, a Langmoor executive noted that the UTLX 

Agreement “does not have any termination date.” We need not and consider 

these documents or the others cited as the durational language in section 5.1 

of the Agreement is explicit. (Hollingsworth v. Heavy Transport, Inc. (2021) 

66 Cal.App.5th 1157, 1177 [“ ‘The mutual intent of the parties is ascertained 

from the contract language, which controls if clear and explicit.’ ”) 

2. Implied Durational Terms

Spectrum argues that its contract termination remains proper and 

effective because “[e]ven if the Court were to undertake a more searching 

review for an implied durational term,” there are “only two ‘reasonable’ 

timeframes,” both of which have expired. In light of our conclusion that the

UTLX Agreement contains an express duration that must be enforced 

according to its terms, we need not undertake any further review to imply a 

term of duration in the UTLX Agreement. (People ex rel. Lockyer v. R.J. 

Reynolds Tobacco Co. (2003) 107 Cal.App.4th 516, 524 (Lockyer) [“where ‘

“contract language is clear and explicit and does not lead to absurd results, 

we ascertain intent from the written terms and go no further” ’ ”].) However, 

even if we were to conclude that there was no express term of duration, we 

would not imply either durational term urged by Spectrum. 
19

a. Continuing Private Ownership of Property

Spectrum contends the Agreement could only reasonably remain in 

effect so long as the development remained private. In the cable operator’s 

view, “the object and nature of the contract, its text, as well as its 

surrounding circumstances, confirm it was fundamentally premised upon the 

development remaining private property, and its duration could only 

reasonably last so long as the development was private.” Spectrum explains 

that since none of the Property remains private today and its once private 

roads and ways have since been dedicated to the public, it no longer needs LR 

Partners’ or any other private party’s authorization for access. It contends 

that implying a duration after the Property is no longer privately held means 

“Spectrum and its customers would be required to pay LR Partners 

indefinitely for the privilege of accessing public rights of way, where they 

already pay the State for that privilege” through franchise fees.

As noted, if a contract does not have an express durational provision, 

we look to the intention of the parties to imply a duration. (Consolidated, 

supra, 69 Cal.2d at pp. 723–731.) Here, we could not imply the Agreement’s 

duration was based on the development remaining private property. The 

parties do not dispute, at minimum, that SCCTV entered the Agreement with 

UTLX to gain access to subscribers located on the then UTLX-owned

property. But Spectrum’s contention that the parties’ exchange was for 

limited access premised upon the Property remaining private is not reflected 

in the language of the Agreement, the undisputed facts, or any other evidence 

proffered by Spectrum. Under the Agreement, SCCTV agreed to pay a share 

of annual revenue for access to customers in the area so long as it held a 

franchise to operate in that area. The language reflects an intent for the 

cable provider to share revenues from the subscribers on the Property so long 
20

as it remained franchised to serve them. It does not tie the Agreement’s 

duration to private ownership of the Property.

Spectrum argues that implying any durational term that extends to 

after the Property is no longer privately held would be unreasonable since the 

Agreement would live on even after the reason the parties entered the 

contract had disappeared. We disagree. As noted, SCCTV entered the 

agreement with UTLX to gain access to subscribers. To this day, Spectrum 

(as SCCTV’s successor) remains the cable provider for the subscribers located 

within the Property and continues to collect revenue from those subscribers. 

In short, Spectrum continues to reap benefits from its predecessor’s 

arrangement with UTLX. In this context, implying a duration beyond the 

Property’s private ownership is not unreasonable. (Cf. Lura, supra, 129 

Cal.App.3d at pp. 414–415 [plaintiff’s success in obtaining accounts for 

defendant constituted consideration entitling him to compensation though 

plaintiff had no further duty to service accounts and the only obligation 

remaining was that of defendant to pay the compensation].)

Spectrum further argues LR Partners’ “perpetual revenue scheme” is 

akin to the arrangement the Second Circuit found untenable in Town of 

Readsboro v. Hoosac Tunnel & W.R. Co., 6 F.2d 733 (2d. Cir. 1925) 

(Readsboro), which our Supreme Court discussed in Consolidated, supra, 69 

Cal.2d at pp. 725–726. In Readsboro, supra, 6 F.2d 733, a town and company 

entered an agreement with no express terms of duration to build and share in 

the costs of maintaining a bridge for a highway both the town and company 

would use. (Id. at p. 734.) After some 20 years, the railway company stopped 

using the bridge, which was unable to bear its new equipment. (Ibid.) When 

the town asked the company to bear half the expense for bridge repairs, the 

company refused. (Ibid.) Observing the contract was “unlimited in time,” the 
21

court found the town’s view that the company was bound forever to pay 

maintenance expenses to be untenable. (Id. at p. 735.) Since no time was 

expressly fixed in the agreement, the court looked to the circumstances of the 

agreement and determined the shared maintenance costs could only last so

long as the company used the bridge. (Ibid.) There was no reason for the 

company to continue to pay for something it no longer used. (Ibid.) 

Readsboro is readily distinguishable. While the UTLX Agreement does 

not include any specified term of years, it does include an explicit term of 

duration tied to Spectrum’s maintenance of a government-issued cable 

franchise in section 5.1. Such express language obviates the need for the type 

of additional inquiry the court engaged in in Readsboro. (Readsboro, supra, 

at p 735 [“Had the parties expressed the intention to make a promise for 

perpetual maintenance, we should, of course, have nothing to say; their words 

would be conclusive.”]; Lockyer, supra, 107 Cal.App.4th at p. 524.) Further, 

unlike the railway company which stopped getting use out of the bridge, 

Spectrum continues to obtain some benefit from having received access to the 

Property from LR Partners’ predecessors via the UTLX Agreement. 

b. Expiration of Local Franchise

Spectrum also contends the UTLX Agreement could only reasonably 

remain in effect so long as Spectrum operated pursuant to a franchise it 

received from the city of Thousand Oaks or an equivalent local authority: 

“[B]ased on the ‘nature’ of the agreement, its terms, the ‘surrounding 

circumstances’ underlying its formation, and the parties’ contemporaneous 

communications, the agreement could only reasonably remain in effect for so 

long as the cable operator held its existing City franchise or an equivalent 

local authorization.” Spectrum argues that section 5.1 is not an express 

durational limit but rather a necessary condition for the cable operator to 
22

carry out its obligations. It adds that section 5.1’s reference to some “other 

appropriate governmental agency” can only reasonably encompass another 

local franchising authority, since only local governments franchised cable 

operators when the Agreement was executed. Thus, Spectrum reasons any 

implied durational term tied to the cable operator’s franchise expired, at the 

latest, when Spectrum obtained its state-issued franchise. There is no 

disagreement between the parties that since DIVCA, the state has been the 

government agency to issue cable franchises to operators like Spectrum. Nor 

is there any dispute that Spectrum has maintained its state-issued franchise 

since 2008. 

We cannot imply the Agreement’s duration based on a city-issued 

franchise or one from a local authority, as the UTLX Agreement’s express 

language controverts any such implication. Again, section 5.1 states that the 

Agreement shall remain in effect “so long as SCCTV, or its successors and 

assigns, shall continue to be franchised by the City or other appropriate 

government agency to provide CATV System to said City . . .” (Emphasis 

added.) Thus, the Agreement explicitly provides for the continuation of 

contractual obligations so long as SCCTV or its successors hold a franchise 

from the city or “any appropriate government agency.” In using the term 

“appropriate government agency,” the contract does not restrict the 

franchising authority to the city of Thousand Oaks or another local entity, 

and we decline to infer such an intent. (Lockyer, supra, 107 Cal.App.4th at p.

524 [intention of parties to be inferred, if possible, solely from contract’s 

written provisions].) Understanding the words of a contract “in their 

ordinary and popular sense,” as we must in construing a contract (id. at pp. 

525–526), there is no ambiguity that the state is an “appropriate government 

agency” within the meaning of section 5.1. Thus, the expiration of the cable 
23

operator’s city franchise cannot serve as grounds for implying a durational 

term either. 

Spectrum argues that such an interpretation of section 5.1, which 

recognizes the state as an appropriate franchising authority, is unreasonable. 

Noting that an implied term must be a fixed or ascertainable event connected 

with the subject matter of the contract, it says “there is nothing fixed, certain, 

or even ascertainable about an end date keyed to the loss of some unknown 

and unidentified – and possibly yet to be invented – authorization.” We 

disagree. There is nothing abstract about the state’s issuance of a franchise 

for the relevant area. Spectrum applies at regular intervals to the state for 

these grants of authority to provide cable to specific territories, and the 

franchise takes effect and expires on dates certain. We are not persuaded 

that keying duration to a government-issued permit with such ascertainable 

features is unreasonable.

D. Uncertainty of the UTLX Agreement

Alternatively, Spectrum contends that if the UTLX Agreement has not 

already terminated, it is “simply far too uncertain to be enforced” as it is 

indefinite with respect to “how long Spectrum must continue to pay LR 

Partners for nothing.” In its view, the trial court’s judgment “that the 

agreement shall continue as long as Spectrum can provide cable services” is 

one the parties could not have imagined and that cannot be used “to pinpoint 

any logical, definite end date,” rendering the Agreement void and enforceable. 

We disagree. An agreement must be definite enough for a court to 

determine the “scope of the duty and limits of acceptable performance.” 

(Robinson & Wilson, Inc. v. Stone (1973) 35 Cal.App.3d 396, 407.) As section 

5.1 expressly provides that Spectrum’s obligation to make annual payments 

to LR Partners shall continue as long as it is franchised to provide cable 
24

services in Thousand Oaks, the Agreement is sufficiently certain. (See Zee, 

supra, 80 Cal.App.4th at p. 7; Zimco, supra, 165 Cal.App.2d at p. 237.)

DISPOSITION

The judgment is affirmed. The parties shall bear their own costs on 

appeal.
25

_________________________

Petrou, J.

WE CONCUR:

_________________________

Tucher, P.J.

_________________________

Rodríguez, J.

A165058/LR Partners LLC v. Charter Communications Inc. et al.