Super. Ct. No. 1-11-CV-197542) Trial Court: Santa Clara County Superior Court Trial Judge: Hon. Peter Socrates Manoukian and Hon. Patricia M. Lucas
The opinion of the court was delivered by: Elia, J.
CERTIFIED FOR PUBLICATION
Respondent Canaan Taiwanese Christian Church (CTCC), a California non-profit religious corporation, brought an unlawful detainer action against All World Mission Ministries (AWMM), a California non-profit religious corporation, doing business as World Mission Prayer Center (World Mission). On appeal, AWMM asserts that the court's "Order Granting Plaintiff's Ex Parte Application for Order Compelling Execution of Settlement Agreement" improperly compelled its pastor, who was not a party to the action, to sign the written settlement agreement in his individual capacity.*fn1 Appellant also maintains that the parties' oral settlement agreement, which was placed on the record before the trial court on May 18, 2011, did not require the pastor to personally waive his claims against respondent CTCC.*fn2
We now conclude that the parties' oral settlement agreement did not require the pastor to release any personal claims against respondent or sign a written agreement purportedly conforming to the oral settlement in his individual capacity. In addition, we find that the superior court lacked personal jurisdiction over the pastor. Accordingly, we reverse the challenged order.
Respondent CTCC's complaint for unlawful detainer alleged the following facts. On or about January 1, 2009, respondent CTCC, as lessor, and World Mission, as lessee, entered into a written lease of three separate properties in Mountain View: 1904 Silverwood Avenue, 184 Farley Avenue, and 196 Farley Avenue. One property was leased "for the operation of a church and any ancillary activities related thereto" and two properties were leased "for residential purposes only." The lease agreement, dated January 1, 2009 but apparently executed February 27, 2009, reflects that both Tai Koan Lee, pastor, and John C. Yu, elder, executed it on behalf of World Mission. The lease referred to an option agreement, dated February 27, 2009, between the same parties giving World Mission an option to purchase the same properties.
The complaint further alleged that on or about September 9, 2010, respondent CTCC served World Mission with written three-day notices to quit. According to the complaint, "World Mission failed to cure the breach and the written Lease was effectively terminated as of September 12, 2010." "Notwithstanding the termination of the Lease," respondent CTCC and World Mission entered into three separate agreements for respondent CTCC to sell the properties to World Mission. Respondent CTCC permitted World Mission and its employees and agents to remain on the property and the sale agreements provided that rent was to be applied to the sales price. The complaint averred that World Mission breached the terms of the sale agreements and they were terminated by notice as of March 10, 2011; respondent CTCC served written three-day notices to pay or quit the premises as to each property.
On May 18, 2011, the date set for trial, the parties agreed to settlement talks with the trial judge. The parties were represented by counsel. Respondent's CEO David Weng was present on behalf of respondent CTCC and Pastor Lee was present on behalf of appellant AWMM. After discussions off the record, respondent CTCC's counsel recited the parties' settlement agreement on the record before the court.
The agreement required, among other things, the surrender of the two residential properties, one immediately and the other within three weeks of the hearing. It provided that, "upon surrender of the residential properties [appellant AWMM], including Pastor Tai Koan Lee, shall not return to the premises in the absence of written notice in advance delivered to David Weng providing 24-hours notice." With respect to these residential properties, "any personal items or property left behind upon the date of surrender shall be disposed of at [appellant AWMM's] expense without notice and without any requirement or obligation of the Plaintiff to maintain said items."
The parties' agreement provided that the third property would be the principal place of business for AWMM and the parties would enter into a new, four-month lease that provided for prepaid, nonrefundable rent. Upon expiration of this lease, appellant would be required to vacate the premises. With respect to this property, "any personal property or items left behind upon the date of surrender shall be disposed of at [appellant]'s expense without notice and without any requirement or obligation of [respondent] to maintain said items."
The agreement provided an exclusive opportunity for appellant AWMM to purchase the church property on specified terms by a certain date. It also provided for the disposition of sums presently held in escrow or in respondent CTCC's possession.
The oral settlement agreement provided: "Pursuant to Civil Code Section 1542, [appellant AWMM] and Pastor Tai Koan Lee hereby release any and all claims to ownership, legal or equitable, or damages of any kind relating to the properties at issue herein, any of [respondent CTCC's] employees, agents or representatives, or any agreement, including but not limited to ...