Rancho Las Cruces LLC et al vs Robert Ramirez et al

Case Number

19CV00717

Case Type

Hearing Date / Time

Mon, 11/24/2025 - 10:00

Nature of Proceedings

Motion: Enforce re MOTION TO ENFORCE SETTLEMENT AGREEMENT

Tentative Ruling

Rancho Las Cruces, LLC, et al. v. Ramirez, et al. 

Case No. 19CV00717

           

Hearing Date:      November 24, 2025                                   

HEARING:              Defendant’s Motion to Enforce Settlement Agreement Pursuant to Code of Civil Procedure Section 664.6

ATTORNEYS:        For Plaintiff Rancho Las Cruces, LLC, Walter J. Henning individually and as Trustee of the Caroline Henning Trust, and James E. Henning: Diana Alcala-Hernandez, Kirk & Simas, a Professional Law Corporation

                                    For Defendant Robert Ramirez, John Mogens Henning individually and as Personal Representative of the Estate of Carolyn Jane Winther: James F. Scafide, Tyler Sprague, Figueroa Law Group, LLP

                       

TENTATIVE RULING:

The motion of defendant John Mogens Henning to enforce a settlement agreement pursuant to Code of Civil Procedure section 664.6 is denied.

Background:

On February 6, 2019, plaintiffs Rancho Las Cruces, LLC (RLC), Walter J. Henning (W. Henning), individually, as trustee of the Walter C. Henning Trust, and as trustee of the Caroline Henning Trust, and James E. Henning (J. Henning) filed their complaint in this action against defendants Robert Ramirez and John Mogens Henning (JMH), the latter both individually and as personal representative of the Estate of Carolyn Jane Winther. The complaint asserts four causes of action: (1) declaratory and injunctive relief; (2) ejectment; (3) trespass; and (4) waste.

On May 13, 2019, the court sustained defendant JMH’s demurrer as to the second, third, and fourth causes of action as to plaintiffs W. Henning, individually, as trustee of the Walter C. Henning Trust, and as trustee of the Caroline Henning Trust, and as to plaintiff J. Henning without leave to amend. The court otherwise overruled the demurrer.

On May 15, 2019, defendant Ramirez filed his answer to the complaint generally denying the allegations of the complaint and asserting 25 affirmative defenses.

On June 12, 2019, defendant JMH filed his answer to the complaint admitting and denying allegations thereof and asserting ten affirmative defenses. Concurrently with the filing of the answer, JMH filed a cross-complaint against W. Henning, individually and as a member and manager of RLC, and, J. Henning, individually and as a member and manager of RLC, asserting 16 causes of action.

On June 14, 2019, defendant Ramirez filed his amended answer to the complaint admitting and denying allegations thereof and asserting 25 affirmative defenses.

On July 19, 2019, plaintiffs and cross-defendants filed their answer to the cross-complaint by JMH, admitting and denying the allegations thereof and asserting 24 affirmative defenses.

Defendant JMH’s motion to enforce a settlement pertains to a settlement conference held on March 14, 2025, and related communications.

On September 23, 2024, the court issued a minute order scheduling a settlement conference for March 14, 2025. The parties attended a court-ordered settlement conference on March 14, 2025, but did not reach settlement during that conference.

On March 14, 2025, at the conclusion of the settlement conference the court filed a minute order indicating that settlement was not reached which stated, in part: “The Settlement Conference was held. At the end of the day, Mr. Scafide informed the Court that the case was not settled, but the parties were going to continue to work toward reaching a settlement agreement.” (Minute Order, March 14, 2025.)

Later that same day, on March 14, 2025, at 6:05 p.m., settlement master, attorney John Derrick, circulated an email to the parties indicating that settlement had been reached (quotation marks omitted):

Gentlemen:

It was a pleasure working with you today, and I am glad a settlement was reached. The following summarizes the key deal points:

— Plaintiffs to pay $1.65 million to defendant Trust to acquire the Trust’s interest in the LLC and to settle all claims against plaintiffs.

— $250K of the $1.65 million to be paid within 14 days of signature of formal settlement agreement.

— The balance of the $1.65 million — i.e., $1.4 million — to be paid within six months of signature of formal settlement agreement.

— Upon payment of the $250K, full ownership of defendant Trust’s interest in the LLC passes to plaintiffs.

— No interest during the six-month period providing payment of the balance is timely made.

— If the balance is not paid within six months, defendant Trust has the right to foreclose.

— If foreclosure occurs, plaintiffs are then liable for interest during the period from signature of the settlement agreement up to foreclosure at the rate of 15% per annum simple. Other standard foreclosure terms would also apply (including the foreclosed parties being liable for attorney fees and costs incurred in the foreclosure).

— All parties to bear their own attorney fees and costs (except as noted in the event of foreclosure).

— Defendant Robert Ramirez will vacate the lot he occupies within 60 days of payment of the $250K leaving the lot clean and with all possessions, chattels, etc., removed.

— Comprehensive mutual releases including of unknown claims with CC 1642 waiver.

— Dismissals with prejudice of the entire action and cross-action with respect to all parties.

— The court to retain jurisdiction per CCP 664.6 under standard settlement terms.

I understand that Scott will be filing a notice of conditional settlement, and that Jim will be taking the laboring oar in drafting the settlement agreement.

The Zoom concluded at 5:15 p.m. It is now 5:45 p.m., as I conclude writing this up. I will be billing the parties for five hours of mediation from 12:30 p.m. when we began the private mediation portion of the day until 5:30 p.m. at the rate of $250/hour for each side (i.e., $1,250 per side total). If there are any issues requiring further mediation as the settlement is completed/implemented, I will be available to assist (although I suspect it will not be necessary). I do not charge for reasonable amounts of follow-up.

Again, thank you for great lawyering and negotiating.

Best regards,

John Derrick

(Declaration of James Scafide [Scafide Decl.], Ex. A.)

On March 18, 2025, plaintiffs’ counsel filed a notice of settlement of entire case, informing the court that the entire case has been settled but that the settlement agreement conditions dismissal on the satisfactory completion of terms that are not to be performed within 45 days of the date of the settlement. The notice of settlement indicated that a request for dismissal would be filed no later than October 18, 2025.  

The parties exchanged communications about completing the formal settlement agreement described in the settlement master’s email dated April 14, 2025, including on June 6, 2025 and June 11, 2025. (Scafide Decl., Ex. B.)

On June 6, 2025, counsel for defendants sent an email to plaintiffs’ counsel regarding the formal settlement agreement which reads, in part: “Following up on this, can you let us know if you have availability next week to wrap up the settlement?” (Scafide Decl., Ex. B at p.3.)

Later that day on June 6, 2025, counsel for plaintiffs replied to defense counsel, in part, as follows: “I am scheduled to meet with the Hennings on Monday so hopefully we will have a final agreement for them to sign by then. They are not computer literate and so we cannot obtain their signatures via docusign. In that same meeting, I will be helping them with a financing application that will hopefully result in a full payment sooner than six months.” (Scafide Decl., Ex. B at p. 2.)

On June 11, 2025, counsel for defendants replied to plaintiffs’ counsel regarding the status of the formal settlement agreement, in part, as follows: “I don’t know if Jim reached out to you on Monday as I was otherwise unavailable. I looked over the settlement agreement you sent and as attorneys for the Estate, that looks fine to me.” (Scafide Decl., Ex. B at pp. 1-2.)

Later that day on June 11, 2025, counsel for plaintiffs replied to defense counsel, in part, as follows: “I fixed Mr. Ramirez’s name in that paragraph and accepted all changes. Here is what I believe should be the final version of the settlement. Please let us know if you can present this to Robert Ramirez for his review and approval before we get our clients to sign.” (Scafide Decl., Ex. B at p. 1.)

This long form agreement circulated on June 11, 2025, contains signature blocks for W. Henning, individually and on behalf of RLC, J. Henning, individually and on behalf of RLC, JMH, individually and as Administrator of the Estate of Carlyon Winther, and Robert Ramirez, individually. (Scafide Decl., ¶8, Ex. C at p. 9.) The document is not signed by any of the parties, affiliated persons, or their counsel. (Scafide Decl., ¶ 9, Ex. C at p. 9.)

After the exchange on June 11, 2025, counsel for defendants emailed counsel for plaintiffs on a weekly basis to inquire as to the settlement status but received no response. (Scafide Decl., ¶ 10.)

On July 29, 2025, plaintiffs filed a substitution of attorney for new counsel to appear in this matter.

On August 22, 2025, defendant JMH filed this motion seeking an order to enforce the settlement reached on March 14, 2025, pursuant to Code of Civil Procedure section 664.6. (Motion, pp. 1-2.) JMH argues that the parties entered into a binding and enforceable written settlement agreement and the court retained jurisdiction to enforce the agreement. (Motion, p. 2.) JMH requests that the court enter an order enforcing the terms of the agreement as outlined in the March 14 email and granting appropriate relief. (Motion, p. 2.)

Later in the motion, defendant JMH requests that the court enforce the unsigned agreement circulated between the parties on or around June 11, 2025, “pursuant to California Code of Civil Procedure section 664.6, [and] enter appropriate orders or judgment consistent with its terms, and retain jurisdiction to ensure full performance.” (Motion, p. 7.)

Defendant JMH argues that the settlement and its terms are evidenced by multiple writings, each of which was approved by all the parties while represented by counsel. (Motion, p. 6.) According to JMH, the agreement includes an explicit provision whereby the court retains jurisdiction to enforce the agreement. (Motion, p. 6.)  JMH asserts that the parties negotiated the settlement with the assistance of counsel and agreed to its terms to resolve all disputes between them. (Motion, p. 6.)  Therefore, according to JMH, there is a valid settlement agreement for the court to enforce under Code of Civil Procedure section 664.6. (Motion, p. 6.) 

In support of his motion, defendant JMH submits the following evidence: (1) an email dated March 14, 2025, from the settlement master setting forth the terms of agreement reached after the settlement conference before the court had concluded; (2) communications between the parties on June 6, 2025, and June 11, 2025, exchanging drafts and comments pertaining to a long-form, formal settlement agreement; and (3) a copy of the unsigned formal settlement agreement circulated between the parties on June 11, 2025. (Scafide Decl., ¶¶ 2, 8, Exs. A-C.)

Plaintiffs argue that no formal settlement agreement was finalized, no settlement was read into the court record, and no settlement was signed by the parties or their attorneys. (Opp., pp. 2, 6.) Plaintiffs argue they did not sign the formal settlement agreement circulated on June 11, 2025, because they still had questions and concerns about the settlement including uncertainty about how they would meet the financial obligations, the absence of any accountability for defendant Ramirez, the lack of a draft available for their review at the time, and the limited explanation they had received regarding the settlement’s meaning and effect. (Opp., p. 2.)

Defendant JMH argues in reply that the settlement is enforceable under Code of Civil Procedure section 664.6 despite the lack of signatures. JMH argues that an agreement may be enforced under section 664.6 when the essential terms are memorialized in writings and correspondence. JMH cites to the notice of settlement filed by plaintiffs as evidence that the parties reached an agreement.

Analysis:

(1)       Code of Civil Procedure Section 664.6

“Section 664.6 was enacted to provide a summary procedure for specifically enforcing a settlement contract without the need for a new lawsuit.” (Weddington Productions, Inc. v. Flick (1998) 60 Cal.App.4th 793, 809.) “Because of its summary nature, strict compliance with the requirements of section 664.6 is [a] prerequisite to invoking the power of the court to impose a settlement agreement.” (Mesa RHF Partners, L.P. v. City of Los Angeles (2019) 33 Cal.App.5th 913, 917.) “Section 664.6 is not the exclusive means of enforcing a settlement agreement; it is simply a summary procedure available when certain prerequisites are satisfied.” (Robertson v. Chen (1996) 44 Cal.App.4th 1290, 1293.)

Code of Civil Procedure section 664.6, subdivisions (a)-(b) provide as follows:

“(a) If parties to pending litigation stipulate, in a writing signed by the parties outside of 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 the parties to the settlement agreement or their counsel stipulate in writing or orally before the court, the court may dismiss the case as to the settling parties without prejudice and retain jurisdiction over the parties to enforce the settlement until performance in full of the terms of the settlement.

“(b) For purposes of this section, a writing is signed by a party if it is signed by any of the following:

(1) The party.

(2) An attorney who represents the party.

(3) If an insurer is defending and indemnifying a party to the action, an agent who is authorized in writing by the insurer to sign on the party’s behalf. This paragraph does not apply if the party whom the insurer is defending would be liable under the terms of the settlement for any amount above the policy limits.”

Among other requirements, defendant JMH has the burden to demonstrate by a preponderance of the evidence that a settlement was stipulated in a writing signed by the parties outside the presence of the court or stipulated by the parties orally before the court. “In order to be enforceable pursuant to the summary procedures of section 664.6, a settlement agreement must either be entered into orally before a court … or must be in writing and signed by the parties.” (Weddington Productions, Inc. v. Flick, supra, 60 Cal.App.4th at p. 809.)  The burden of proof in civil actions is generally a preponderance of the evidence standard on the moving party. (Buss v. Superior Court (1997) 16 Cal.4th 35, 53.) “Except as otherwise provided by law, a party has the burden of proof as to each fact the existence or nonexistence of which is essential to the claim for relief or defense that he is asserting.” (Evid. Code, § 500.)

Under the current version of the statute, a writing is considered signed by a party if it is signed by the party or an attorney representing the party. (Code Civ. Proc., § 664.6, subd. (b).) An attorney may also stipulate orally before the court on behalf of a client. (Greisman v. FCA US, LLC (2024) 103 Cal.App.5th 1310, 1326.)

(2)       The March 14, 2025, Email from the Settlement Master

A “traditional mediator who is not authorized by statute, e.g., temporary judge, private arbitrator or general referee … cannot be ‘empowered to act in a quasi-judicial capacity’ ” and therefore does not constitute “before the court” pursuant to section 664.6, subdivision (a). (Murphy v. Padilla (1996) 42 Cal.App.4th 707, 713-714.)

The court’s minute order reflects that no settlement was stipulated orally before the court at the settlement conference. (Minute Order, March 14, 2025.) The email from the settlement master dated March 14, 2025, suggests the parties may have reached an agreement after the settlement conference had concluded. (Scafide Decl., Ex. A.)

The settlement master confirmed in his email to the parties that he was acting as a private mediator: “I will be billing the parties for five hours of mediation from 12:30 p.m. when we began the private mediation portion of the day until 5:30 p.m. at the rate of $250/hour for each side (i.e., $1,250 per side total).” (Ibid.) Defendant JMH’s motion indicates the parties understood the settlement master was acting as a private mediator after the settlement conference had concluded. (Opp., p. 3, ll. 2-10 [“At the conclusion of that mediation, the parties agreed to a settlement agreement including all essential terms.”].)

Therefore, the March 14 email from the settlement master outside the presence of the court is not an oral stipulation before the court pursuant to Code of Civil Procedure section 664.6, subdivisions (a)-(b). (See Murphy v. Padilla, supra, 42 Cal.App.4th at pp. 713-714.) Moreover, the document was not signed by the parties or their attorneys and is therefore not a signed writing pursuant to Code of Civil Procedure section 664.6, subdivisions (a)-(b). (Scafide Decl., Ex. A.) “[A] party who wishes to invoke the summary procedure of section 664.6 to enforce a written settlement must strictly comply with the signature requirement of that section.” (Sully-Miller Contracting Co. v. Gledson/Cashman Construction, Inc. (2002) 103 Cal.App.4th 30, 37-38.)

(3)       The June 11, 2025, Long-Form Agreement Circulated between Counsel

The formal, long-form agreement circulated on June 11, 2025, is unsigned. Defendant JMH states in its opposition that “[t]o date, no executed agreement has been sent to the Defendant.” (Opposition, p. 3, ll. 17-18; Scafide Decl., ¶ 9.) The unsigned agreement contains signature blocks for the settling parties, but none of the signature blocks are executed by any settling parties or their attorneys. (Opposition, p. 3, ll. 17-18; Scafide Decl., ¶ 9, Ex. C at p. 9; J. Henning Decl., ¶ 6; W. Henning Decl., ¶ 6.) No evidence was presented suggesting that the unsigned agreement was orally stipulated before the court. Therefore, the June 11, 2025, unsigned agreement circulated by the parties is not a writing signed by the parties or their attorneys, or an oral stipulation before the court pursuant to Code of Civil Procedure section 664.6, subdivisions (a)-(b).  

(4)       The March 18, 2025, Notice of Settlement Filed by Plaintiffs

The notice of settlement filed by plaintiffs on March 18, 2025, does not constitute a signed writing by the parties outside the presence of the court or an oral stipulation before the court as required by Code of Civil Procedure section 664, subdivision (a). (Code Civ. Proc., § 664.6, subds. (a)-(b); Not. Set., March 18, 2025.) The notice of settlement does not contain settlement terms, was not signed by all parties or their attorneys, and was not an oral stipulation before the court. (Not. Set., March 18, 2025.)

(5)       Authorities Cited by Defendant JMH in Reply

The court has reviewed the authorities cited by defendant JMH in reply for the proposition that an agreement may be enforced under Code of Civil Procedure section 664.6 when there are no signed writings, but the essential terms are agreed upon in unsigned writings and correspondence. (Reply, p. 3.) The authorities cited by defendant JMH each involves oral stipulations of settlement before the court proven by the moving party. (Greisman v. FCA US, LLC (2024) 103 Cal.App.5th 1310, 1326 [“there is no dispute that the attorneys for both parties, in addition to [plaintiff] herself, orally stipulated to settle the case before [the trial court] at the MSC”]; Elyaoudayan v. Hoffman (2003) 104 Cal.App.4th 1421, 1425 [“After the settlement was placed on the record, each party who was present stated orally and individually that he agreed with the terms”]; Richardson v. Richardson (1986) 180 Cal.App.3d 91, 94 [party sought to enforce oral settlement reached before trial judge at settlement conference without court reporter and motion was unopposed].). Here, no oral stipulation of settlement made before the court has been proven by the moving party.

(6)       Evidentiary Objections by Defendant JMH

The court has reviewed the evidentiary objections filed by defendant JMH on November 13, 2025. The objections do not affect the court’s reasoning or conclusion.

For all the foregoing reasons, defendant JMH did not carry his burden to prove that a settlement was stipulated by the parties in a signed writing outside the presence of the court or orally before the court pursuant to Code of Civil Procedure section 664.6. The court does not address in this ruling whether there is a settlement agreement between the parties that may be enforceable by other means. Rather, the court rules that the specific requirements of Code of Civil Procedure section 664.6 have not been met as described above. The court, therefore, denies defendant’s motion.