Filed 11/08/19 Sneddon v. AC Square CA1/2

NOT TO BE PUBLISHED IN OFFICIAL REPORTS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 This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.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 TWO

MICHAEL SNEDDON et al.,

Plaintiffs and Appellants,

v.

AC SQUARE, INC. et al.,

Defendants and Respondents.

A153076

(San Mateo County

Super. Ct. No. CIV499692)

Appellants Michael Sneddon and Ignacio Trejo were plaintiffs in a lawsuit against their former employer, respondent AC Square, Inc., and its owner, respondent Afshin Ghaneh. Sneddon and Trejo settled their claims against respondents, but when AC Square failed to pay them what they were owed under the settlement, they sought to hold Ghaneh personally liable for the settlement amounts. The trial court found Ghaneh was not personally liable under the terms of the settlement agreements, and it therefore entered judgments in favor of Sneddon and Trejo but against only AC Square, which had ceased doing business. Sneddon and Trejo appeal, arguing that Ghaneh is in fact jointly liable under the terms of the settlement agreements. We conclude the trial court erred in finding Ghaneh is not personally liable to Sneddon but was correct in finding he is not personally liable to Trejo. We thus affirm in part and reverse in part.

BACKGROUND

Respondent Afshin Ghaneh was the sole owner of respondent AC Square, Inc. (AC Square) (collectively, defendants), a company that installed internet, telephone, and television services for Comcast Cable Communications Management, LLC (Comcast). In June 2007, a wage-and-hour class action was filed against AC Square, Ghaneh, and Comcast on behalf of cable technicians employed by AC Square. Sixty-four class members, including appellants Michael Sneddon and Ignacio Trejo, opted out of the class and in October 2010 filed a separate action against AC Square, Ghaneh, and Comcast, asserting various causes of action for unpaid wages, violations of the Labor Code and local ordinances, and unfair business practices. Plaintiffs below were represented by Daniel Berko, who represents Sneddon and Trejo on appeal.

In 2011 and 2012, numerous plaintiffs settled their claims against defendants, leaving, by October 2013, 40 plaintiffs remaining, including Sneddon and Trejo. With trial set to begin on October 20, on October 11, defendants served a single Code of Civil Procedure section 998 offer to compromise (998 offer) on the remaining plaintiffs. The offer was served as a group offer but could be accepted by any plaintiff individually. As set forth in the 998 offer, “Defendants AC Square, Inc. and Afshin Ghaneh (‘Defendants’) offer[ed] to pay, or to have paid on their behalf, to each accepting Plaintiff” an unspecified sum that would be determined based on how many weeks the accepting plaintiff had worked for AC Square. The 998 offer also included payment of plaintiffs’ reasonable attorney fees incurred from the filing of the complaint to service of the 998 offer. The offer was conditioned on entry of a request for dismissal with prejudice in favor of defendants and the execution by the settling plaintiff of a settlement agreement and general release (settlement agreement), a draft of which was attached to the 998 offer.

Paragraph 2 of the draft settlement agreement provided that concurrently with providing defendants an executed copy of the settlement agreement, an accepting plaintiff was also to provide defendants a signed request for dismissal with prejudice, which “shall not be filed with the Court until the Consideration set forth in Paragraph 3 of this Agreement, which shall include the settlement amount payable to Plaintiff and Plaintiff’s counsel of record’s recoverable attorneys’ fees, if any, has been delivered to Plaintiff’s counsel.” Paragraph 3 provided in part that within 60 days of defense counsel’s receipt of the signed settlement agreement and request for dismissal, “AC Square shall pay the total combined cumulative gross amount of $_______ in consideration for this Agreement . . . .”

A mandatory settlement conference was held on October 17, 2013. Prior to that day, three plaintiffs had accepted the 998 offer, and by the end of that day, 12 more plaintiffs—not including Sneddon and Trejo—had agreed to a settlement amount. None of these settling plaintiffs (collectively, the 15 plaintiffs), however, had consented to the terms of the draft settlement agreement attached to the 998 offer, and at the conclusion of the settlement conference, the court acknowledged on the record that some of the plaintiffs had accepted the 998 offer “subject to modification of the settlement agreement.” Plaintiffs’ counsel Berko confirmed to the court, “[I]f we can’t reach an agreement on the terms of the settlement agreement, it will be presented to you to decide the terms and your decision will be final and not appealable.”

Because the judge presiding over the settlement conference had been unable to meet with each plaintiff during the conference, the following day he requested that the parties return on Monday, October 21, so he could discuss settlement with the remaining plaintiffs. While the remaining plaintiffs themselves did not appear on October 21, plaintiffs’ counsel Berko did, conveying a new offer to Sneddon, who accepted the offer that day. Unlike the 15 plaintiffs who accepted the offer before him, the amount to be paid to Sneddon was inclusive of attorney fees.

In the weeks following the October settlements, the parties attempted to reach a consensus on the language of the settlement agreement. Apparently unable to do so, on November 27, 2013, plaintiffs filed a “Motion for Court To Decide Disputed Terms of Agreement Per Stipulation of the Parties.” The motion sought 12 modifications to the draft settlement agreement appended to the 998 offer, three of which are relevant here. First, as to paragraph 2, plaintiffs requested the following bolded addition: “Concurrently with providing AC Square and Ghaneh’s counsel a copy of this Agreement executed by Plaintiff and his attorney of record, Plaintiff shall also provide AC Square and Ghaneh’s respective counsel a fully executed Request for Dismissal with prejudice of Plaintiff’s claims from the Lawsuit. The Request for Dismissal with prejudice shall not be filed with the Court until the Consideration set forth in Paragraph 3 of this Agreement due from Ghaneh and AC Square . . . has been delivered to Plaintiff’s counsel.” According to plaintiffs, this modification was necessary because “[t]he offer is from both defendants and the money, as a matter of law, is due from both defendants. Plaintiffs don’t care who pays the money but the money is paid on behalf of both defendants. It is not anticipated that defendants really oppose this modification but since they refuse to state, plaintiffs cannot be sure. If they do, it should be ordered anyway as it is consistent with the 998 as defendants themselves clearly realize that the money is due from both defendants.”

The second requested modification relevant here was to paragraph 3. As noted, defendants’ draft settlement agreement stated, “AC Square shall pay the total combined cumulative gross amount of $________ in consideration for this Agreement . . . .” Plaintiffs sought to modify the language to state, “AC Square on behalf of AC Square and Ghaneh, shall pay the total combined cumulative gross amount of $________ . . . .” In support, plaintiffs stated, “See previous discussion. The money is due from both defendants and plaintiffs do not care who pays it but the payment is made on behalf of both defendants.”

Third, in the tenth requested modification, plaintiffs sought inclusion of a new paragraph 11 that would read: “Except for the amount of money due to Plaintiff and the formula to determine that amount set forth in the CCP 998 offer, said offer is incorporated in full into this agreement.”

On December 10, 2013, defendants filed opposition to plaintiffs’ motion. They objected to the motion in its entirety, arguing that by accepting the 998 offer, which incorporated the settlement agreement, plaintiffs accepted the terms of the agreement such that it was improper for the court to then modify the terms to incorporate plaintiffs’ post-acceptance revisions. Beyond that, defendants objected to plaintiffs’ first proposed modification because it was “superfluous and the Settlement Agreement language provides that AC Square shall pay the agreed upon consideration.” They agreed to the second one (which they submitted made the first one superfluous). They objected to the third, calling it “nonsensical” and arguing “it does not clarify any alleged ambiguity in the Settlement Agreement.”

Plaintiffs’ motion was never ruled on, the court instead ordering the parties to resolve the issues on their own. After unsuccessful attempts to do so, on December 20, 2013, plaintiffs moved ex parte to request “a court order requiring defendants to comply with [the] agreement or, in the alternative for an order shortening time for a motion requiring defendants to comply with the settlement agreement.” What transpired at the ex parte hearing we do not know, but it resulted in an order that “AC Square and Afshin Ghaneh shall provide to Plaintiff’s counsel the release to be signed no later than 1/6/14,” with counsel to meet and confer if necessary, and then to appear on January 8, 2014 “should any issues remain.”

On January 3, 2014, counsel for defendants forwarded plaintiffs’ counsel a revised settlement agreement incorporating the changes discussed at the ex parte hearing. The revised agreement was apparently acceptable, as the 15 plaintiffs and Sneddon each signed versions of it.

The 15 plaintiffs signed identical settlement agreements that varied only in the settlement amounts. As per plaintiffs’ request, paragraph 3 had been modified to state that “AC Square, on behalf of AC Square and Ghaneh, shall pay the total gross amount of [XXX] in consideration for this Agreement consisting of the settlement amount payable to Plaintiff. (“the Consideration”). . . .” It also contained the new paragraph 11 as requested by plaintiffs, stating, “Except for the amount of Consideration set forth in Paragraph 3 and the formula for calculating the Consideration, Defendant’s California Code of Civil Procedure section 998 settlement offer is incorporated in full into this agreement.”

Sneddon signed his settlement agreement on January 20. Settlement amount aside, his version of the agreement was identical to that signed by the 15 plaintiffs in all regards material here: like the 15 plaintiffs, his paragraph 3 stated that “AC Square, on behalf of AC Square and Ghaneh, shall pay” the settlement amount, and like the 15 plaintiffs, his agreement contained the new paragraph 11 incorporating “in full” the 998 offer into the agreement.

On March 19, two months after Sneddon and the 15 plaintiffs signed their settlement agreements, Trejo, too, signed a settlement agreement. It was largely identical to those signed by Sneddon and the 15 plaintiffs, with paragraph 3 providing that “AC Square, on behalf of AC Square and Ghaneh, shall pay” the consideration due under the settlement. Trejo’s settlement agreement differed from those signed by the 15 plaintiffs and Sneddon in one significant regard, however: it did not include the paragraph incorporating the 998 offer, and in fact made no reference whatsoever to the offer since it had expired before he reached a settlement with defendants.

Meanwhile, the plaintiffs who had settled in 2011 and 2012, as well as the 15 plaintiffs, had been pursuing attorney fees according to the provisions of their 998 offers and settlement agreements. And on April 22, 2014, the court issued an “order re: motions for award of attorneys’ fees on settled claims,” awarding plaintiffs’ counsel $300,739.00 in attorney fees. The order did not, however, specify who was liable for the fee award.

The record does not indicate what transpired next, but Sneddon and Trejo represent in their opening brief that at some unspecified time AC Square paid the settlement amounts due the 15 plaintiffs but did not pay the amounts due them, claiming it was unable to pay them and ultimately ceasing to do business. The attorney fees awarded on April 22, 2014 also went unpaid. Accordingly, Sneddon and Trejo began looking to Ghaneh for payment of their settlement amounts, which led them to file, on January 21, 2016, a “brief” seeking to hold Ghaneh jointly liable for the payments due under the settlements. The brief explained that the settlement agreement was based on the 998 offer in which AC Square and Ghaneh “ ‘offer[ed] to pay” plaintiffs a certain sum, and the settlement agreement itself provided that payment was to be made by AC Square on behalf of AC Square and Ghaneh, which, they argued, meant Ghaneh was jointly liable for the amounts due under the settlement.

On March 16, 2016, Sneddon and Trejo filed a second brief, this one titled a “memorandum of points and authorities in support of issuance of an order ordering clerk of the court to issue writs of execution so as to allow enforcement of Judge Weiner’s April 22, 2014 order against both AC Square and Afshin Ghaneh and enter judgment on Trejo and Sneddon Settlements.” They argued they settled pursuant to a 998 offer that stated “Defendants AC Square, Inc. and Afshin Ghaneh offer to pay, or to have paid on their behalf” the amount due plaintiffs, and further stated “Defendants shall also pay, in addition to the money due the plaintiff ‘reasonable attorney’s fees’ . . . .” And again they noted that the signed releases state, “A[C] Square on behalf of A[C] Square and Ghaneh shall pay” the settlement amount to each plaintiff. This, they argued, was consistent with the parties’ intent that Ghaneh was jointly responsible for the settlement funds. They also pointed out that during their negotiations over the language of the settlement agreement, plaintiffs had proposed modifications to make it clear that both defendants owed the money, and defendants never disputed that Ghaneh was liable for the payments.

On March 29, 2016, AC Square and Ghaneh filed opposition to Sneddon’s and Trejo’s March 16 memorandum. After noting multiple procedural defects with plaintiffs’ motion, including that a writ of execution was not appropriate at that stage of the proceeding, defendants disputed Sneddon’s and Trejo’s reliance on the 998 offers, claiming that “while the 998s provided . . . a source for some of the terms of the 16 most recent settlements, specifically the terms relating to how attorneys’ fees disputes would be resolved or adjudicated, none of the 998s were technically accepted. . . .” Defendants argued that the settlement agreements “clearly and explicitly provide that only AC Square, to the express exclusion of Afshin Ghaneh, is paying the proceeds of the settlement, as the agreement provides that: ‘AC Square on behalf of AC Square and Afshin Ghaneh, shall pay . . . .”

On April 4, 2016, Sneddon and Trejo filed a reply that among other things disputed defendants’ claim that the plaintiffs had not accepted the 998 offer, claiming instead that it was accepted and explicitly incorporated into 15 of the settlement agreements.

It is unclear what ensued in the following months, until January 20, 2017 when the court heard argument on the motions by Sneddon and Trejo and on a motion by earlier-settling plaintiffs who were seeking to hold Ghaneh liable for their attorney fees. On April 17, 2017, the court entered an order “settling plaintiffs’ motions to enforce payment of settlement monies due and court-awarded attorneys fees.” It summarized the two issues before it as follows: “(1) Is Defendant Afshin Ghaneh jointly & severally responsible to pay $300,739 attorneys fees earlier awarded by the Court in April 2014 . . . ? and (2) Is Defendant Afshin Ghaneh jointly & severally responsible to pay certain monetary settlements, totaling nearly $205,000, that were reached in a pre-trial Mandatory Settlement Conference in October 2013 . . . ?” The court answered these questions in pertinent part as follows:

“(4) The CCP 998 Offer accepted by Plaintiffs Michael Sneddon and Ignacio Trejo expressly provided that the total consideration being paid to each of them ‘. . . includes all amounts payable to Plaintiff and to Plaintiff’s counsel of record for any and all potentially recoverable attorneys’ fees and litigation costs.’ [emphasis added by court]. Accordingly, this Court finds that neither AC Square nor Afshin Ghaneh personally have any liability to these two settling Plaintiffs that falls within the previously Court-awarded attorneys fees.

“(5) Plaintiffs Sneddon’s and Trejo’s separate settlements also provide that, upon Defense Counsel’s receipt of each of their fully executed Settlement Agreement and Request for Dismissal, ‘. . . AC Square, on behalf of AC Square and Ghaneh, shall pay the total gross amount of [consideration] to Plaintiff . . .’ [emphasis added by court]. Accordingly, this Court finds that Afshin Ghaneh has no personal liability for the settlement payments to each of these two settling Plaintiffs.

“(6) As to the second group of sixteen (16) Plaintiffs who settled in October 2013,[ ] the court record of their settlement taken by Judge Dylina is clear that each of those separate settlements included (a) an agreed-upon dollar amount of compensatory consideration and (b) reasonable attorneys fees and costs. Therefore, this Court finds that those settling Plai[nt]iffs are entitled to recovery of attorneys fees under the Court’s subsequent attorneys fees award made in April 2014. . . .

“(7) As to the further question whether or not Afshin Ghaneh has personal liability to pay both the settlement amounts and Court-awarded attorneys fees to each of those sixteen (16) settling Plaintiffs, the Court is of the opinion, and I so find, that Mr. Ghaneh is personally obligated to do so.

“(8) The CCP 998 Offer made by Defendants on October 11, 2013, the week before the Mandatory Settlement Conference held by Judge Dylina on October 17, 2013, when the sixteen (16) second-wave Plaintiffs settled, was made—on its face—by both ‘Defendants AC Square, Inc. and Afshin Ghaneh . . .’ who expressly made the ‘. . . offer to pay, or to have paid on their behalf to each accepting Plaintiff . . .’ a total combined sum according to a detailed formula therein set forth. . . .

“(9) The CCP 998 Offer also specified that ‘. . . Defendants shall also pay, in addition to the sums to be calculated above, any reasonable attorneys fees . . . [up to the date of service of the 998 Offer] . . . and that, absent agreement by the Parties, ‘ . . . The amount of such attorneys fees shall be . . . determined by the court, following a properly noticed motion. . . . ’ . . .

“(10) Also, the CCP 998 Offer states that both ‘. . . Defendants AC Square, Inc. and Afshin Ghaneh . . . ’ are to have the benefit of (a) a Request for Dismissal with prejudice . . . and (b) a General Release . . . . [emphasis added by court]

“(11) Significant also is that Mr. Ghaneh, who is the only named individual Defendant, is singled-out separately from the Dismissal and Release of other AC Square, Inc. corporate director/officers. . . .

“(12) Here, the CCP 998 Offer itself constitutes clear and convincing evidence that establishes that the Sixteen (16) October 2013 settlements were to be the joint & several obligation of each Defendant. Both AC Square, Inc. and Mr. Ghaneh individually should and must be held to the deal they themselves offered. . . .”

On August 8, 2017, separate judgments were entered in favor of Sneddon and Trejo. Sneddon’s provided that judgment be entered in his favor in the amount of $10,000 plus $3,573.57 in interest; Trejo’s, in the amount of $22,712.00 plus $7,699.26 in interest. Because the court had previously ruled that judgment be entered against AC Square but not against Ghaneh, the judgments were entered “against AC SQUARE” with Sneddon and Trejo to taking “nothing against AFSHIN GHANEH.”

This appeal followed.

DISCUSSION

The Applicable Law

A settlement agreement is a contract and is thus subject to the principles of contract interpretation. (Estate of Thottam (2008) 165 Cal.App.4th 1331, 1340; Weddington Productions, Inc. v. Flick (1998) 60 Cal.App.4th 793, 810–811.) The court in Horath v. Hess (2014) 225 Cal.App.4th 456 provided this summary of the principles that guide our analysis here:

“ ‘When considering a question of contractual interpretation, we apply the following rules. “A contract must be so interpreted as to give effect to the mutual intention of the parties as it existed at the time of contracting, so far as the same is ascertainable and lawful.” [Citation.] “The language of a contract is to govern its interpretation, if the language is clear and explicit, and does not involve an absurdity.” [Citation.] “When a contract is reduced to writing, the intention of the parties is to be ascertained from the writing alone, if possible . . . .” ’ [Citation.] ‘The mutual intention to which the courts give effect is determined by objective manifestations of the parties’ intent, including the words used in the agreement, as well as extrinsic evidence of such objective matters as the surrounding circumstances under which the parties negotiated or entered into the contract; the object, nature and subject matter of the contract; and the subsequent conduct of the parties.’ [Citation.]

“ ‘When a dispute arises over the meaning of contract language, the first question to be decided is whether the language is “reasonably susceptible” to the interpretation urged by the party. If it is not, the case is over. [Citation.] If the court decides the language is reasonably susceptible to the interpretation urged, the court moves to the second question: what did the parties intend the language to mean? [Citation.] [¶] Whether the contract is reasonably susceptible to a party’s interpretation can be determined from the language of the contract itself [citation] or from extrinsic evidence of the parties’ intent [citation].’ [Citation.] If a contract is susceptible to two different reasonable interpretations, the contract is ambiguous. [Citation.] A court must then construe that ambiguous contract language ‘by applying the standard rules of interpretation in order to give effect to the mutual intention of the parties [citation].’ [Citation.]

“On appeal, a ‘trial court’s ruling on the threshold determination of “ambiguity” (i.e., whether the proffered evidence is relevant to prove a meaning to which the language is reasonably susceptible) is a question of law, not of fact. [Citation.] Thus[,] the threshold determination of ambiguity is subject to independent review.’ [Citation.] If the contract language is determined to be ambiguous and conflicting extrinsic evidence was admitted on the meaning of that language, ‘any reasonable construction will be upheld as long as it is supported by substantial evidence.’ [Citation.] If, however, no extrinsic evidence was admitted or the extrinsic evidence is not conflicting, the construction of the ambiguous contract language is a question of law subject to our independent construction. [Citation.]” (Horath v. Hess, supra, 225 Cal.App.4th at pp. 463–464; accord, Southern Cal. Edison Co. v. Superior Court (1995) 37 Cal.App.4th 839,

847–848; Winet v. Price (1992) 4 Cal.App.4th 1159, 1165.)

Ghaneh Is Personally Liable to Sneddon

Consistent with the foregoing principles, we examine the language of the settlement agreements signed by Sneddon and Trejo to ascertain their terms. Addressing Sneddon first, we note that on its face, his agreement seems clear as to who is liable for the amount due from defendants. The paragraph regarding consideration states that “AC Square, on behalf of AC Square and Ghaneh, shall pay . . . .” With the phrase “on behalf of AC Square and Ghaneh” offset by commas, this provision is the equivalent of stating that AC Square shall pay on behalf of itself and Ghaneh, meaning that only AC Square, and not Ghaneh, is obligated to pay the settlements.

This defect, however, is not fatal to Sneddon’s claim. The settlement agreement “incorporated in full” the 998 offer, and that offer stated that “Defendants AC Square, Inc. and Afshin Ghaneh (‘Defendants’) offer to pay, or to have paid on their behalf, to each accepting Plaintiff” a yet-to-be determined sum . . . .” It also stated, “Defendants shall also pay, in addition to the sums to be calculated above, any reasonable attorneys’ fees expended by Plaintiffs’ counsel of record . . . .” The use of “defendants” in the plural and the statement that AC Square and Ghaneh offer to pay the settlement amount communicated that the settlement was to be the joint and several obligation of both defendants.

Because the language of the incorporated 998 offer is inconsistent with that in the settlement agreement itself, the contract is ambiguous. We therefore look to extrinsic evidence to ascertain the intent of the parties. (Horath v. Hess, supra, 225 Cal.App.4th at pp. 463–464.) And particularly telling is plaintiffs’ November 27, 2013 “memorandum in support of order fixing terms of settlement agreement” outlining 12 modifications they were requesting. As to multiple modifications, plaintiffs explained they were necessary to insure that the settlement agreement reflected that both defendants were liable for the amounts due under the settlement. For example, they stated, “The offer is from both defendants and the money, as a matter of law, is due from both defendants. Plaintiffs don’t care who pays the money, but the money is paid on behalf of both defendants. . . . Defendants themselves clearly realize that the money is due from both defendants.” And, “The money is due from both defendants and plaintiffs do not care who pays it, but the payment is made on behalf of both defendants.” While defendants resisted some of plaintiffs’ proposed modifications for a variety of reasons, they never expressed a contrary opinion—that Ghaneh was not personally liable for the settlement amounts. From this we conclude that Ghaneh is personally liable to Sneddon under the settlement agreement.

Were the extrinsic evidence insufficient to resolve the question of what the parties intended, we would resort to another convention of contract interpretation: that ambiguous language in a contract is to be construed against the drafter. (Civ. Code, § 1654; Steller v. Sears, Roebuck & Co. (2010) 189 Cal.App.4th 175, 183–184.) Here, counsel for AC Square and Ghaneh prepared the 998 offer and the settlement agreement and thus created the ambiguity. As such, the language should be construed against Ghaneh.

The genesis of the trial court’s error as to Sneddon was that it treated him differently than the 15 plaintiffs when their settlement agreements were identical in terms of their incorporation of the 998 offer, on which the trial court relied to find Ghaneh personally liable to the 15 plaintiffs. While the court spent six paragraphs detailing how the 998 offer created personal liability for Ghaneh as to the 15 plaintiffs, it spent one paragraph summarily finding that Ghaneh is not personally liable to Sneddon and Trejo, disregarding as it did so that Sneddon’s settlement agreement also incorporated the 998 offer. Because Sneddon’s settlement agreement was identical to those of the 15 plaintiffs in all material regards, he should have met with the same outcome as them, namely, a finding that Ghaneh is personally liable to him under the settlement agreement.

Ghaneh Is Not Personally Liable to Trejo

That brings us to Trejo. He argues that he and Sneddon are similarly situated “with the sole difference being that TREJO’S RELEASE, which was entered into about 60 days after the CCP § 998 offer was made, does not incorporate the CCP § 998 offer in full.” Indeed, paragraph 3 of his settlement agreement is substantively the same as Sneddon’s and the 15 plaintiffs’, all providing that “AC Square, on behalf of AC Square and Ghaneh, shall pay the total” amount due. As noted above, this language does not create liability for Ghaneh since it means that AC Square shall pay the settlement. Unfortunately for Trejo, and as he acknowledges, his settlement agreement does not incorporate the 998 offer—which had long since expired when he settled his claim—and thus lacks the language that is critical to Ghaneh’s liability. Accordingly, the trial court was correct in finding that AC Square alone is liable for the settlement amount due Trejo.

DISPOSITION

The trial court’s order that Ghaneh is not personally liable to Sneddon for the amount due under the settlement is reversed. Sneddon’s judgment shall be modified to reflect that judgment shall be entered in his favor and against AC Square and Afshin Ghaneh. The judgment in favor of Trejo is affirmed.

Sneddon shall recover his costs on appeal.

 

_________________________

Richman, J.

We concur:

_________________________

Kline, P.J.

_________________________

Stewart, J.

Sneddon v. AC Square, Inc. (A153076)