Filed 9/10/15 Eldridge v. Village Trailer Park CA2/3
                  NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS
California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for
publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication
or ordered published for purposes of rule 8.1115.


              IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

                                     SECOND APPELLATE DISTRICT

                                                DIVISION THREE


CATHERINE ELDRIDGE,                                                  B249456

      Plaintiff, Cross-defendant and                                 (Los Angeles County
Respondent,                                                          Super. Ct. No. BC465320)

         v.

VILLAGE TRAILER PARK, INC., et al.,

      Defendants, Cross-complainants and
Appellants.




         APPEAL from a judgment of the Superior Court of Los Angeles County, Cesar C.
Sarmiento, Judge. Affirmed.
         Horvitz & Levy, David M. Axelrad, Felix Shafir; McKenna, Long & Aldridge,
David R. Krause-Leemon and Michelle K. Sugihara for Defendants, Cross-complainants
and Appellants.
         Campbell & Farahani, Frances M. Campbell and Nima Farahani for Plaintiff,
Cross-defendant and Respondent.
                                             _________________________
                                      INTRODUCTION
          Defendants Village Trailer Park, Inc. (VTP), Village Trailer Park, LLC
(VTP LLC), and Marc Luzzatto (defendants) appeal from the declaratory judgment in
favor of plaintiff Catherine Eldridge that interpreted a settlement agreement entered into
on the record in a earlier lawsuit. Exercising de novo review, we conclude that the
agreement is not reasonably susceptible of defendants’ construction. Accordingly, we
affirm the judgment.
                     FACTUAL AND PROCEDURAL BACKGROUND
          1. The parties
          Eldridge is a resident in space number F-12 of the Village Trailer Park, a mobile
home park in Santa Monica (the park), whose tenants are mostly senior citizens.
Defendants are the owners or managers of the park. Marc Luzzatto was a principal of
both VTP LLC and VTP.
          2. The McNama settlement
          In 2000, residents of the park, including Eldridge, filed a complaint against VTP
alleging nuisance and breach of warranty of habitability, among other causes of action,
for the defendant’s failure to maintain electrical, water, sewage, gas, and other facilities
in the park. (McNama v. Village Trailer Park, Inc. (Super. Ct. L.A. County, 2003,
Case No. SC062254) (McNama).) The plaintiffs alleged that the defendant forced the
plaintiffs to live in “filth and degradation,” and “squalor” by ignoring known hazardous
conditions. The complaint also alleged that mobile homes are very costly to move and
highly susceptible to damage if moved; there was an extreme shortage of mobile home
rental spaces in the park’s vicinity, and so unable to move easily, plaintiffs were
vulnerable and placed in an unequal bargaining position. The McNama complaint
alleged further that the defendant had retaliated against the plaintiffs by harassing them,
refusing to permit mobilehomes sold or purchased by the plaintiffs to remain in the park,
threatening to close the park, and attempting illegally to close the park, among other
things.


                                               2
       McNama was resolved by a settlement under which VTP paid approximately 60
plaintiffs $1.4 million, in consideration for which the plaintiffs agreed to a general release
of VTP, its successors, affiliates, subsidiaries, directors, officers, limited and general
partners, managers, and others. (The McNama settlement.)
       In particular, the McNama settlement agreement reads in paragraph 2e:
“Defendants (Village Trailer Park, Inc.) will adhere to and be bound by the terms and
conditions set forth at the settlement hearing on February 13, 2003. Such terms and
conditions are transcribed in the court reporter’s transaction of this hearing on page 4,
line 11, to page 6, line 16; and page 10, lines 19 to 22. Please see attached copy of
aforementioned transcript pages, attached as Exhibit A, as part of this Release and
Settlement Agreement.”
       The following occurred on February 13, 2003:
       “MR. CLEELAND: Good morning, your honor. Bruce Cleeland on behalf of the
defendants. We’re here for the jury trial today, and I understand as to many of the
plaintiffs and defense we have a settlement . . .
       “MR. HEATER [the McNama plaintiffs’ counsel]: Yes, we do.
       “THE COURT: Who wants to lay out the settlement for the court?
       “[¶] . . . [¶]
       “MR. CLEELAND: I can offer the initial and confirm the latter part. For
payment $1,400,000 on behalf of defendants, the plaintiffs shall dismiss all claims, file a
request for dismissal with prejudice . . . in favor of the defendants and all Does. . . .”
       The portions of the reporter’s transcript from the February 13, 2003 hearing that
are specifically cited in the McNama settlement read as follows:
        “[MR. CLEELAND:] And then counsel had a few provisos as it relates to
Catherine Eldridge. The park will allow access as necessary for Eldridge’s expert Gary
Wells to come in and replace her electrical cord and inspect the park’s transformers. . . .
       “As to the gas line, the park shall allow access to the plumber to come in and
inspect the gas lines.


                                               3
       “As to the lot line, the park will agree to take no action at all which would in any
way cause her to have to move her home; that both parties understand that the City of
Santa Monica has authority . . . .
       “MR. ALLEN: [attorney for the McNama plaintiffs] - - negotiated in this setting,
and both realize that if the City of Santa Monica decided to do something, we’re not in
power to tell them what to do. But the park will make no attempt on their own to do
anything which would in any way affect her use of her space or cause her to have to
move her home.
       “MR. CLEELAND: I think that can be qualified as the defendants will initiate – -
excuse me. Will not initiate on their own accord attempts to move the plaintiff [Eldridge]
on the issue of lot lines or for any other reason absent legal requirement by whatever the
appropriate government entity is.
       “MR. ALLEN: or somehow cause her to lose her space.
       “THE COURT: Okay.
       “MR. ALLEN: The second thing is, to the extent that any lot line changes are
required by the City, that the Park will make its best efforts to explore all other
possibilities to accommodate the City’s request before her home is moved. For instance,
if they can move another neighboring home, they will do that prior to exercising any
rights to move her home.
       “MR. CLEELAND: Or obligation.
       “[¶] . . . [¶]
       “THE COURT: It’s [sic] on the record. All this is on the record. That’s why
we’re doing this. So we are laying it out.” (Italics added.)
       After an additional discussion concerning maintenance of the park, the court
announced: “This would be an enforceable settlement on the record. We’ll set an OSC
re dismissal on the same date to enforce the terms of the settlement.” (Italics added.)
       The McNama settlement, which provided for a general release, was made binding
on the parties’ heirs, successors, and assigns.


                                              4
       3. The instant lawsuit
       In June 2010, the City of Santa Monica issued a notice of preparation of a draft
environmental impact report for defendants’ project to close the existing trailer park and
replace it with a 353,000 square foot mixed-use development.
       A year later, Eldridge filed the instant action against defendants for declaratory
and injunctive relief. Eldridge alleged that a controversy had arisen concerning
defendants’ attempt to close the park and redevelop the property which threatened to
cause Eldridge to move her home or lose her space at the park. Quoting from the pages
and lines of the reporter’s transcript cited in the McNama settlement, Eldridge sought a
declaration that defendants had no right to, and were precluded from, taking any action
that would change Eldridge’s lot lines or cause her to move her home. Attached to the
complaint as exhibit A was the McNama settlement agreement, signed by Eldridge and
attorney Allen. Exhibit A does not contain the McNama defendant’s signature page.
       Defendants’ answer generally denied the allegations and asserted the affirmative
defenses of, inter alia, the statute of frauds, lack of privity, lack of authorization for any
agreement with Eldridge, the statute of limitations, and laches.
       Interpreting the McNama settlement differently than Eldridge did, defendants also
cross complained seeking a declaration that they were not obligated by any agreement
with Eldridge, and that they had a right to close the park and develop the property in
ways that would require Eldridge to vacate her lot. Defendants alleged they never signed
any document settling the McNama lawsuit on behalf of VTP, or entered into any
agreement with Eldridge, and that no officer or other employee or representative of VTP
possessing authority to settle the McNama action was present in court on February 13,
2003 when the settlement agreement was reached during the hearing. Attached to the
cross-complaint was a Notice of Closure of the park, dated July 10, 2006, informing the
tenants that the park would close on July 31, 2007 and that “All tenants must vacate the
Mobilehome Park before the Closure Date.”
       Defendants moved for trial preference because they had primary and alternative
plans for developing the property. The alternative plan would leave Eldridge’s lot F-12

                                               5
undeveloped and so defendants would remain uncertain with respect to their ability to
proceed with their primary redevelopment plan until the trial court resolved the merits of
her complaint. The trial court granted defendants’ trial preference motion.
       Defendants then amended their cross-complaint to substitute another tenant,
Loretta Newman, for Roe 1. Newman cross-complained against defendants seeking
damages. Defendants successfully moved to sever Newman’s legal causes of action from
Eldridge’s equitable claims and to try the equitable issues first.
       4. Trial of the equitable issues raised in both Eldridge’s complaint and
defendants’ cross-complaint
       Trial occurred over two days. On April 2, 2012, defendants called Mr. Cleeland to
testify. After completion of examination and cross-examination of Cleeland, the
following occurred on the record:
       “THE COURT: Anything else?
       “MR. KOHN [defense counsel]: No. I’m hoping we can be done today.”
(Italics added.)
       A discussion ensued about obtaining a document from Mr. Cleeland.
       “[THE COURT]: You’re excused. . . . I may have to call you back to review
more documents, but if not, you’re excused at this time.
       “THE WITNESSS: Thank you.
       “THE COURT: Do you rest?
       “MR. KOHN. Yes.
       “THE COURT: Do you have any other witnesses?
       “MR. KOHN: Yes. That is the end of the case.” (Italics added.)
       After trial, on June 13, 2012, the court issued an order reflecting its decision that
defendants could not terminate Eldridge’s lease absent some legal requirement by an
appropriate government agency. The court ruled that the extrinsic evidence revealed no
ambiguity in the promise that defendants “ ‘will not initiate on their own accord attempts
to move the Plaintiff [Eldridge] on the issue of lot lines or for any other reason absent
legal requirement by whatever the appropriate government entity is.’ ” (Italics added.)

                                              6
Specifically, the court declined to read the phrase “or for any other reason” narrowly, as
defendants insisted, to mean other reasons relating to the lot line. The court explained
that the McNama settlement and its words “ ‘or for any other reason absent legal
requirement’ ” were put on the record by VTP’s own counsel, Mr. Cleeland, as a
statement to clarify the terms of the settlement. Cleeland first specifically referenced the
lot line issue and then added the “or for any other reason” wording. Thus, the court
construed the settlement’s language more broadly than did defendants.
       Next, the trial court ruled that defendants were bound by the McNama settlement
entered into by their own attorney, Mr. Cleeland, because (1) Cleeland represented to the
court he had authority to enter into the settlement agreement as the representative of
VTP; (2) defendants ratified the agreement by accepting and enjoying the benefits of the
settlement, namely dismissal of the lawsuit, and (3) Cleeland had ostensible authority as
attorney for VTP, the plaintiffs changed their position to their detriment by dismissing
their lawsuit, and defendants waited eight years before claiming that Cleeland was not
their attorney. (The June 13th order.) The court ordered Eldridge to prepare a judgment.
       5. Post-trial proceedings
       Defendants timely requested a statement of decision. (Code Civ. Proc., § 632.)
       Eldridge served her “proposed judgment on equitable claims.”
       Defendants objected to Eldridge’s proposed judgment. They argued that the
judgment should more properly be interlocutory. Defendants reasoned that the court had
limited trial to two factual issues: (1) the interpretation of the McNama settlement, and
(2) whether the defendants are bound by the terms of the McNama settlement. As a result
of this limitation on the trial’s scope, defendants argued that other issues raised by the
pleadings remained to be tried, such as Eldridge’s claim for injunctive relief, and
defendants’ affirmative defenses of statute of limitations, laches, lack of privity, and the
statute of frauds, among others.
       The trial court scheduled a hearing into whether an interlocutory or a final
judgment was appropriate given defendants’ objections to Eldridge’s proposed judgment.


                                              7
(Cal. Rules of Court, rule 3.1591; Code Civ. Proc., § 577; Wegner et al., Cal. Practice
Guide: Civil Trials and Evidence (The Rutter Group 2014) § 16:108, p. 16-23.)
       Defendants fired Mr. Kohn. Through their new attorneys defendants took the
position that trial had not been completed, notwithstanding they had rested on April 2,
2012. Toward that end, defendants filed a statement of decision intimating that issues
remained to be determined and echoing their position that the trial court had limited the
scope of issues before trial. Defendants also moved for leave to reopen trial.
       The trial court rejected defendants’ assertion that the court had limited the
equitable portion of the trial to the “ ‘meaning of the [McNama] settlement agreement’ ”
and whether Cleeland had the ability to bind defendants contractually. After reviewing
the portions of the reporter’s transcript cited by defendants, the court explained that the
issue before the court in the declaratory relief trial was the meaning of the settlement and
its legal effect. The court then explained, “If Defendants believed, at the time of the trial,
there were defenses to enforcement of the settlement agreement, they should have raised
them. It is clear that the issue was not limited to the ‘meaning’ of the settlement
agreement, as Defendants now contend. . . . [¶] Defendants’ attempt, at this time, to add
a cause of action to rescind the contract and to add affirmative defenses to enforcement of
the contract, fails. The issue has already been decided.” (Italics added.)
       Turning to defendants’ objections to Eldridge’s “proposed judgment on equitable
claims,” the trial court overruled them1 and determined that a judgment, as opposed to an
interlocutory ruling, was proper. It reasoned that there were “no issues remaining to be
tried as between Plaintiff, Eldridge[,] and Defendants. There are no remaining
affirmative defenses to be tried, as the defenses were asserted to the operative complaint,
which was tried in full.” (Italics added.) The only causes of action remaining to be tried
were the legal ones asserted by Newman, which did not involve Eldridge. Thus, the court


1
        The court also denied defendants’ proposed statement of decision as untimely
filed, denied their motion for leave to amend the cross-complaint and answer, and
overruled their objections to the proposed judgment.

                                              8
concluded, a final judgment was proper as between defendants and Eldridge. The court
entered judgment on the equitable claims.
       Plaintiff filed a notice of entry of judgment on equitable claims, after which
defendants moved for new trial. In particular, they argued that the judgment was against
the law because it violated the statute of frauds, and the court’s interpretation of the
McNama settlement was not supported by the evidence.
       The trial court denied the new trial motion. It again rejected defendants’ assertion
that it had curbed the scope of trial by limiting the introduction of evidence to certain
issues. The court stated “Defendant cannot claim that it is entitled to a new trial based on
irregularity in the proceedings when its claiming that the irregularity was caused by its
own counsel resting VTP’s case.” Defendants’ appeal ensued.
                                      CONTENTIONS
       Defendants contend the McNama settlement violates the statute of frauds; the trial
court misinterpreted the McNama settlement; and defendants are entitled to a new trial on
material disputed issues.
                                       DISCUSSION
       1. The statute of frauds does not invalidate the McNama settlement.
       Defendants contend that the McNama settlement violates the statute of frauds
(Civ. Code, § 1624, subd. (a)(3)) because it is an agreement for the leasing of real
property for a longer period than one year and is not signed by the party sought to be
charged.2 Defendants “do not challenge the trial court’s factual finding that VTP’s
attorney [Cleeland] had agency authority and that defendants ratified the McNama



2
       Civil Code section 1624 reads in pertinent part: “(a) The following contracts are
invalid, unless they, or some note or memorandum thereof, are in writing and subscribed
by the party to be charged or by the party’s agent: [¶] . . . [¶] (3) An agreement for the
leasing for a longer period than one year, or for the sale of real property, or of an interest
therein; such an agreement, if made by an agent of the party sought to be charged, is
invalid, unless the authority of the agent is in writing, subscribed by the party sought to
be charged.”

                                               9
settlement by ‘enjoying’ the dismissal of the McNama lawsuit,” the second part of the
judgment.
       The McNama settlement is not automatically invalidated by the fact that it was
oral. An oral contract that is required by the statute of frauds to be in writing is voidable,
not void. (Long v. Rumsey (1938) 12 Cal.2d 334, 344; Masin v. Drain (1984) 150
Cal.App.3d 714, 717.) More important, “[t]he rule is established that where a complaint
alleges facts showing that the agreement is within the statute of frauds and defendant
neither demurs nor objects to the introduction of oral testimony to prove the agreement,
he waives the defense of the statute of frauds and may not thereafter raise it on appeal.
[Citations.]” (Coleman v. Satterfield (1950) 100 Cal.App.2d 81, 84.) Defendants neither
demurred nor objected to the introduction of oral testimony to prove the McNama
settlement. Then, they rested their case. Defendants are precluded from raising this
defense on appeal.3
       Nonetheless, even addressing the merits of defendants’ contention, we conclude
that the McNama settlement does not violate the statute of frauds. The “statute of frauds
is inapplicable to an oral settlement agreement stipulated to by the parties before the court
following a judicially mandated and supervised settlement conference.” (Kohn v.
Jaymar-Ruby, Inc. (1994) 23 Cal.App.4th 1530, 1534 (Kohn).) The reason is that the


3
        Another reason defendants are precluded from raising the statute of frauds lies in
equity. Courts “ ‘have the power to apply equitable principles to prevent a party from
using the statute of frauds where such use would constitute fraud.’ [Citation.]” (Chavez
v. Indymac Mortgage Services (2013) 219 Cal.App.4th 1052, 1057-1058.) “ ‘[A] party
will be estopped from relying on the statute where fraud would result from refusal to
enforce an oral contract [citation]. The doctrine of estoppel has been applied where an
unconscionable injury would result from denying enforcement after one party has been
induced to make a serious change of position in reliance on the contract or where unjust
enrichment would result if a party who has received the benefits of the other’s
performance were allowed to invoke the statute. [Citation.]’ [Citations.]” (Redke v.
Silvertrust (1971) 6 Cal.3d 94, 101, cert. den. sub nom. Silvertrust v. Redke (1972)
405 U.S. 1041.) Defendants are estopped to raise the statute of frauds because, as the
trial court found, in reliance on the McNama settlement, Eldridge changed her position by
dismissing the McNama lawsuit.

                                              10
“purpose of the statute of frauds is to prevent fraud and perjury as to extrajudicial
agreements by requiring enforcement of the more reliable evidence of some writing
signed by the party to be charged. [Citation.] However, the concern addressed by the
statute of frauds is not present when, as here, a neutral court participates in the settlement
process by assisting the parties to formulate the terms of the settlement. In so doing the
court assures itself that the parties are being truthful and acting in good faith, and also
that they each comprehend the scope of the agreement.” (Id. at pp. 1534-1535.) Another
reason Kohn declined to apply the statute of frauds to judicially supervised settlements
was that to do so “would effectively eliminate the elaborate settlement machinery
established by the California Rules of Court, the Standards of Judicial Administration and
existing case law declaring the public policy that encourages settlement of litigation.
[Citation.] The statute of frauds was never intended to bar enforcement of judicially
supervised settlements.” (Id. at p. 1535.)
       Defendants’ attempt to distinguish Kohn is unavailing. They incorrectly assert
that Kohn and its exception to the statute of frauds “applies only where an oral settlement
agreement reached by the parties themselves in a judicially supervised settlement
conference satisfies Code of Civil Procedure section 664.6,” and the requirements of
section 664.6 were not met here. (Italics added.)
       Section 664.6 of the Code of Civil Procedure authorizes the trial court to “enter
judgment pursuant to the terms of the settlement” “[i]f parties to pending litigation
stipulate . . . orally before the court, for settlement of the case.”4 However, nothing in
Kohn restricts its rule about the inapplicability of the statute of frauds to section 664.6,
notwithstanding that section formed the procedural background of that case. The precise
issue in Kohn was whether it was proper to enter judgment based on the stipulated
4
        Code of Civil Procedure section 664.6 reads: “If parties to pending litigation
stipulate, in a writing signed by the parties outside the presence of the court or orally
before the court, for settlement of the case, or part thereof, the court, upon motion, may
enter judgment pursuant to the terms of the settlement. If requested by the parties, the
court may retain jurisdiction over the parties to enforce the settlement until performance
in full of the terms of the settlement.”

                                              11
settlement, not as here, how to enforce an already entered judgment. (Kohn, supra,
23 Cal.App.4th at p. 1533 [“At issue is whether there was sufficient evidence of a binding
settlement to permit the trial court to enter judgment pursuant to Code of Civil Procedure
section 664.6.” (Italics added.)].) Kohn concluded that (1) the concerns addressed by the
statute of frauds are not present in a stipulated settlement in court, and (2) application of
the statute of frauds would eliminate rule-governed settlement machinery and undermine
case law encouraging settlements. (Id. at p. 1535.) Kohn’s determination that the statute
of frauds is inapplicable to settlement agreements stipulated to before the court involves
settlements entered into in court.
       A party can seek enforcement of a settlement agreement by means of a separate
action rather than to proceed in the same action under Code of Civil Procedure section
664.6. (Wackeen v. Malis (2002) 97 Cal.App.4th 429, 433 & 441 [where Code Civ.
Proc., § 664.6 inapplicable, “enforcement relief . . . must be by means of a timely
separate action.”]; accord, Pietrobon v. Libarle (2006) 137 Cal.App.4th 992, 996.)
Eldridge’s lawsuit is a separate action to determine the scope of the McNama settlement
with the result Code of Civil Procedure section 664.6 is irrelevant,5 while Kohn’s
reasoning remains directly applicable here.
       Defendants cite Nicholson v. Barab (1991) 233 Cal.App.3d 1671 for the
proposition that where the requirements of Code of Civil Procedure section 664.6 are not
met, the Kohn exception does not apply to exempt a settlement from the statute of frauds.
However, the settlement in Nicholson, which preceded Kohn, was neither placed on the
record nor memorialized in writing before the parties left the courtroom. (Nicholson, at
p. 1679.) Therefore, not only was the section 664.6 procedure not met, but the concerns
addressed by the statute of frauds were not allayed by the reporter’s transcript there.
       The foregoing analysis leads us to the conclusion that the statute of frauds does not
render the McNama settlement invalid notwithstanding that agreement involves a lease


5
      Accordingly, defendants’ remaining arguments that the McNama settlement did
not comply with Code of Civil Procedure section 664.6 are unavailing.

                                              12
for more than one year. (Civ. Code, § 1624, subd. (a)(3).) The McNama settlement was
stipulated to by the parties in McNama before, and supervised by, the same judge as the
instant action, and recorded by the same court reporter, in lieu of trial. Defendants do not
dispute that the McNama settlement was made. Not only was the McNama settlement
agreed to on the record, but the language was then included in the written portion of the
McNama settlement agreement by a reference to the specific pages and lines of the
reporter’s transcript. The court heard the terms from both McNama parties and
announced clearly at that time that the settlement was made “on the record,” that the
parties were “laying it out,” and then ruled that it was “an enforceable settlement on the
record.” Therefore, the court assured itself, pursuant to Kohn, that the parties were being
truthful and acting in good faith, and that they comprehended the scope of the agreement,
thus dispelling the concerns addressed by the statute of frauds. (Kohn, supra, 23
Cal.App.4th at p. 1534-1535.) The statute of frauds was “never intended to bar
enforcement of judicially supervised settlements.” (Id. at p. 1535.) “[T]he sole ‘object of
the statute of frauds is to prevent perjured testimony in proof of purported contracts of
important types. . . .’ ” (Casa Herrera, Inc. v. Beydoun (2004) 32 Cal.4th 336, 345), and
so the McNama settlement, having been stipulated to on the record and supervised by the
trial court, is not invalidated by the statute of frauds.6
       2. The trial court’s interpretation of the settlement was not erroneous.
       “A settlement agreement is a contract, and the legal principles which apply to
contracts generally apply to settlement contracts. [Citation.]” (Weddington Productions,
Inc. v. Flick (1998) 60 Cal.App.4th 793, 810-811.)
       The dispute here is over the meaning of the phrase “or for any other reason” in the
portion of the McNama settlement entered into on the record. Defendants contend the


6
        As the result of our conclusion that defendants waived the issue of the statute of
frauds on appeal and that in any event the McNama settlement was not invalidated by the
statute of frauds, defendants’ remaining contentions premised on the statute of frauds are
unavailing, including their argument that they should be permitted a new trial on the issue
of the statute.

                                               13
settlement prohibits them from terminating Eldridge’s tenancy solely for reasons relating
to the lot lines, unless a governmental entity were to require them to terminate the
tenancy. Citing non-California cases, including a nonpublished Ohio Appellate Court
case, defendants argue that the phrase “or any other reason” is ambiguous and does not
mean any reason whatsoever; it means any other reason “relating to lot line issues.”
After receiving extrinsic evidence, the trial court ruled that the phrase “or for any other
reason” clearly and unambiguously means that defendants cannot terminate Eldridge’s
lease absent some legal directive by a government entity. The court also found the phrase
was not reasonably susceptible to the meaning defendants advocated because defendants’
construction of the settlement -- to limit the reasons for termination to the lot lines
only -- required the court to ignore the phrase “or for any other reason.” We agree with
the court.
       “The interpretation of a contract involves ‘a two-step process: “First the court
provisionally receives (without actually admitting) all credible evidence concerning the
parties’ intentions to determine ‘ambiguity,’ i.e., whether the language is ‘reasonably
susceptible’ to the interpretation urged by a party. If in light of the extrinsic evidence the
court decides the language is ‘reasonably susceptible’ to the interpretation urged, the
extrinsic evidence is then admitted to aid in the second step -- interpreting the contract.
[Citation.]” [Citation.] The trial court’s determination of whether an ambiguity exists is
a question of law, subject to independent review on appeal. [Citation.] The trial court’s
resolution of an ambiguity is also a question of law if no parol evidence is admitted or if
the parol evidence is not in conflict. However, where the parol evidence is in conflict,
the trial court’s resolution of that conflict is a question of fact and must be upheld if
supported by substantial evidence. [Citation.] Furthermore, “[w]hen two equally
plausible interpretations of the language of a contract may be made . . . parol evidence is
admissible to aid in interpreting the agreement, thereby presenting a question of
fact . . . .” ’ ” (Wolf v. Superior Court (2004) 114 Cal.App.4th 1343, 1351, fn. omitted.)
       Where there is no conflicting extrinsic evidence, “the appellate court is not bound
by the trial court’s interpretation and will decide the issue de novo. [Citations.]”

                                              14
(Benach v. County of Los Angeles (2007) 149 Cal.App.4th 836, 847; see also Civ. Code,
1635, et seq.)
          Our independent analysis leads to the ineluctable conclusion that there is nothing
ambiguous about the phrase “or for any other reason.” It is very clear. Defendants’ own
attorney Cleeland stated, “that can be qualified as the defendants . . . [w]ill not initiate on
their own accord attempts to move the plaintiff [Eldridge] on the issue of lot lines or for
any other reason absent legal requirement by whatever the appropriate government entity
is.” (Italics added.) The sole limitation in Cleeland’s qualification was governmental
mandate. Cleeland did not say “or for any other reason relating to the lot lines and legal
requirement by whatever the appropriate government entity is.” Moreover, “or for any
other reason” is not susceptible of defendants’ interpretation. To construe that phrase as
being limited by the “lot lines” would be either to improperly read into the phrase words
that Mr. Cleeland did not use, or to improperly ignore words he did employ. Taking
defendants’ interpretation to its logical extreme, the phrase “on the issue of lot lines, or
for any other reason” would absurdly mean “on the issue of lot lines, or on the issue of lot
lines.”
          Defendants argue, pursuant to the doctrine of ejusdem generis, that where “or for
any other reason” was preceded by a specifically enumerated reason, namely the lot lines,
that the “or for any other reason” phrase must be limited to any other reason related to
the lot lines. Defendants are wrong. First, “[t]he doctrine of ejusdem generis is
employed as an interpretive aid only when the language in the contract or statute is
ambiguous. [Citation.]” (Pfeifer v. Countrywide Home Loans, Inc. (2012) 211
Cal.App.4th 1250, 1277.) Yet, we have determined that the language is not ambiguous.
Second, under the doctrine of ejusdem generis, “ ‘ “[w]here general words follow the
enumeration of particular kinds or classes of persons or things, the general words will,
unless a contrary intent is manifested, be construed as applicable only to persons or
things of the same general nature or class as those specifically enumerated.” ’ (Nygard,
Inc. v. Uusi–Kerttula (2008) 159 Cal.App.4th 1027, 1045, fn. 4 . . . [applying ejusdem
generis to interpretation of contract].)” (Huverserian v. Catalina Scuba Luv, Inc. (2010)

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184 Cal.App.4th 1462, 1468-1469; see Moore v. California State Bd. of Accountancy
(1992) 2 Cal.4th 999, 1011-1012.) Yet, a lot line is not a class or a list of enumerated
things, but one item. Moreover, “or” is disjunctive and so it juxtaposes the phrase “for
any other reason” from “lot lines” thus expanding the reasons.
       Next, citing Civil Code section 1641, “[t]he whole of a contract is to be taken
together, so as to give effect to every part, if reasonably practicable, each clause helping
to interpret the other” defendants contend that Cleeland’s reference to the “or for any
other reason,” necessarily was made in the specific context of describing defendants’
agreement “ ‘[a]s to the lot line’ ” and so other reasons must relate to the lot lines. To the
contrary, reading the whole of the reporter’s transcript recited in the McNama settlement,
first, plaintiffs’ attorney Allen stated that “the park will make no attempt on their own to
do anything which would in any way affect her use of her space or cause her to have to
move her home.” (Italics added.) This was immediately qualified by defendants’
attorney Cleeland to limit defendants’ right to move Eldridge based only on legal
requirement by a government entity, without reference to the lot lines.
       Defendants misrepresent the record when they argue that the trial court erred by
failing to consider extrinsic evidence. The trial court manifestly did take into account the
extrinsic evidence, as it is required to do (Wolf v. Superior Court, supra, 114 Cal.App.4th
at p. 1351 [reversible error for trial court to refuse to consider extrinsic evidence on belief
that contract’s language is facially unambiguous]), and concluded that the evidence did
not reveal an ambiguity. The court stated, “Despite all of the evidence and arguments
presented to the court there is no way around this simple, unambiguous and
straightforward declaration, it means what it says.” (Italics added.) Having concluded
based on the extrinsic evidence that there was no latent ambiguity, the court was not
required to admit the extrinsic evidence as an aid to interpreting the McNama settlement.
(Wolf, at p. 1351.)
       Lastly, defendants contend that the trial court’s interpretation improperly created
new interests in real property, such as a “perpetual lease” or a “life estate.” However, the
trial court did not create anything; it merely interpreted defendants’ work. The parties

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agree that the court said nothing about a life estate. In any event, Eldridge appears to
concede that “any other reason” cannot shield illegal conduct and that if she breaches any
provisions of the Santa Monica City Charter provisions concerning rent controlled units,
defendants would nonetheless have the right to terminate her tenancy. (Santa Monica
City Charter, § 1806.)
       3. Defendants were not prevented from putting on evidence at trial.
       Defendants contend that the trial court deprived them of their due process right to
a fair trial “by not permitting them to present evidence on all material disputed issues,”
such as their affirmative defenses. The trial court did no such thing; defendants rested
their case and emphasized the need for a speedy decision because of a “timing concern
with the City’s approval process” for defendants’ development plans. Indeed,
immediately before defendants rested, the trial court told Cleeland it might have to call
him back to the stand, indicating the court was contemplating more trial. Nor did
defendants provisionally rest. Mr. Kohn stated, “That is the end of the case.”
(Italics added.)




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


      NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS




                                                ALDRICH, J.




We concur:




             KITCHING, Acting P. J.




             JONES, J.





        Judge of the Los Angeles Superior Court, assigned by Chief Justice pursuant to
article VI, section 6 of the California Constitution.

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