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Starpoint Properties, LLC, et al v. Homayoun Namvar et al

December 12, 2011

STARPOINT PROPERTIES, LLC, ET AL., PLAINTIFFS AND RESPONDENTS,
v.
HOMAYOUN NAMVAR ET AL., DEFENDANTS AND APPELLANTS.



APPEAL from a judgment of the Superior Court of Los Angeles County, Yvette M. Palazuelos, Judge. Dismissed. (Los Angeles County Super. Ct. No. BC400091)

The opinion of the court was delivered by: Johnson, J.

CERTIFIED FOR PUBLICATION

On October 16, 2008, respondent Starpoint Properties and its affiliates*fn1 (Starpoint), brought suit against appellants Homayoun Namvar, Ramin Namvar and Unitex Industries, Inc., along with other defendants not parties to this appeal, for breach of contract and fraud. On October 31, 2008, the parties entered into a settlement agreement, in which Starpoint agreed to dismiss all claims against appellants in exchange for the right to purchase certain real property owned by appellants in Los Angeles. The settlement agreement also included a stipulation for entry of judgment, which provided that Starpoint shall be entitled to judgment in the amount of $8,362,000, plus interest, against all of the defendants named in the complaint, if any one of four events was to occur (as described below). Additionally, the stipulation expressly stated that appellants had waived their right to appeal any judgment issued pursuant to the stipulation, as well as any right to receive notice that judgment would be entered pursuant to the stipulation. When negotiating the terms of the settlement agreement and the stipulation, all parties were represented by counsel.

After three of the four events listed in the settlement agreement and stipulation occurred, Starpoint filed the stipulation, and judgment for the respondents was entered ex parte on March 19, 2009. Notice of entry of judgment was served on appellants on March 23, 2009. Appellants filed a motion to set aside the judgment on May 26, 2009, alleging that respondents coerced them into entering into the settlement agreement. On June 17, 2009, the trial court found that appellants' claim of coercion was unfounded, and denied appellants' motion.

On June 17, 2009, appellants filed a notice of appeal, challenging the validity of the trial court's entry of judgment pursuant to the stipulation, and the trial court's denial of their motion to set aside the judgment. For reasons we detail below, the appeal from the entry of judgment is untimely, and no appeal lies from the trial court's denial of appellants' motion to set aside the judgment. Hence, we must dismiss the appeal.

FACTUAL BACKGROUND AND PROCEDURAL HISTORY

In 2003, Starpoint loaned money to Namco Capital Group, Inc., and its affiliates (Namco). In 2007, Starpoint was entitled to repayment of the full value of these loans. Appellant Unitex Industries, Inc. (Unitex), one of Namco's affiliates, entered into a promissory note with Starpoint whereby it agreed to pay Starpoint more than $14 million. The note was secured by real property owned by Unitex, while appellants Homayoun Namvar and Ramin Namvar,*fn2 along with others not parties to this action, guaranteed the full repayment of the note.

By October 2008, Unitex had defaulted on its payment obligations, and all the guarantors, including Homayoun and Ramin, had failed to repay the note. On October 16, 2008, Starpoint filed an action for breach of contract and fraud in Los Angeles Superior Court. In order to settle the case, appellants, along with other defendants not parties to this appeal, invited Starpoint to take part in a sale of real property owned by the Namvars. On October 31, 2008, the parties entered into a settlement agreement and mutual general release (the Settlement Agreement), under which Starpoint agreed to dismiss all charges against appellants and the other defendants in exchange for the right to purchase real property owned by the Namvars, and located at 12121 Wilshire in Los Angeles (the Bundy Property).

In order to effectuate the sale of the Bundy Property, two purchase and sale agreements were executed concurrently with the execution of the Settlement Agreement. Under these agreements, Starpoint and the other buyers of the Bundy Property were required to make a total of $5 million hard money deposit, and to assume the existing loans on the Bundy Property.

The Settlement Agreement expressly stated that the parties had entered into it "voluntarily," and "with full knowledge of its significance," and that its terms had been "negotiated at arms' length among sophisticated Parties represented by counsel." The Settlement Agreement also provided that if any of the parties were to bring an action against any other party under or relating to the Settlement Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and costs.

On November 3, 2008, as provided for in the October 31, 2008 Settlement Agreement, appellants and Starpoint drafted a stipulation for entry of judgment (the Stipulation), which provided that Starpoint shall be entitled to judgment against any of the defendants in the amount of $8,362,000, if certain events were to occur (we describe these events below). The Stipulation also stated that appellants had waived their right to appeal or attack any judgment issued pursuant to the Stipulation, as well as any right to receive notice that judgment would be entered pursuant to the Stipulation. The Stipulation further indicated that appellants waived their rights freely and with the advice of counsel.

The Stipulation provided that Starpoint would obtain judgment against the defendants if any one of the following four events occurred: (1) the purchase agreement for the Bundy Property failed to close; (2) the purchase and sale agreements for the Bundy Property were modified or amended without Starpoint's consent, or were terminated; (3) the sale of the Bundy Property was affected by a bankruptcy proceeding; or (4) any attempt was made to force Starpoint to disgorge any of the cash payments made under the Settlement Agreement.

On November 10, 2008, Starpoint filed a request for dismissal of all claims against the defendants.*fn3 On November 13, 2008, Starpoint filed a notice of settlement. On November 17, 2008, the trial court ordered the parties to file a second stipulation, setting forth the terms of the settlement and requesting that the case be dismissed without prejudice. On January 13, 2009, pursuant to the trial court's order, the parties filed the second stipulation, which provided that the parties had entered into a binding settlement agreement, and requested that the court dismiss the action without prejudice and retain jurisdiction to enforce the terms of the Settlement Agreement. All the parties who signed the second stipulation were represented by counsel. That same day, the trial court dismissed the action without prejudice, while retaining jurisdiction to enforce the Settlement Agreement.

Eventually, both the purchase and sale agreements for the Bundy Property failed to timely close. Furthermore, on December 22, 2008, an involuntary bankruptcy proceeding was filed against Ezri Namvar, who took part in the Settlement Agreement, but is not a party to this appeal, and Namco, affecting the sale of the Bundy Property. Finally, in March 2009, two purchase agreements for the Bundy Property were terminated. Each of these events ...


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