Sea Purity, LLC v. Four Thirteen, LLC

Code of Civil Procedure section 664.6 thus provides a summary procedure to enforce a settlement agreement by entering judgment pursuant to the terms of the settlement. (Hines v. Lukes (2008) 167 Cal.App.4th 1174, 1182.) “The statutory procedure for enforcing settlement agreements under section 664.6 is not exclusive. It is merely an expeditious, valid alternative statutorily created.” (Machado v. Myers (2019) 39 Cal.App.5th 779, 790.) Thus, “[t]he power of the trial court under Code of Civil Procedure section 664.6 . . . is extremely limited.” (Hernandez v. Board of Education (2004) 126 Cal.App.4th 1161, 1176 [emphasis added]).

Here, Plaintiff seeks an order against the aforementioned Defendants, jointly and severally, “in the amount of $3,248,978.39, plus pre-judgment interest at the rate of 10% per annum accrued from the date of October 22, 2025 until entry of judgment.” The proposed judgment also provides for post-judgment interest and costs of enforcement.

On April 9, 2024, the Court signed and entered an order, pursuant stipulation of the parties, retaining jurisdiction to enforce the Settlement Agreement. (ROA 335.)

However, the parties are in dispute about what constitutes the settlement agreement. They agree that a written Settlement Agreement signed by all parties was entered into on March 22, 2024 (Hayden Decl., ¶4, Exhs. 1-2.) Under the Settlement Agreement, Four Thirteen was to pay Plaintiff $3,248,978.39 on or before September 22, 2025. (Hayden Decl., Exh. 1 at ¶ 1.1(a).) The Settlement Agreement provides that if the amount is not paid by September 22, 2025, judgment shall be entered in the Sea Purity Action for Sea Purity for the unpaid amount jointly and severally against Four Thirteen, Gagliano, Norton Individually and Norton as Trustee. (Id. at ¶ 1.1(c).)

When Four Thirteen failed to pay the amounts due by the September 22, 2025 deadline, the parties entered into three subsequent “Letter Agreements,” each extending the deadline further. (Hayden Decl., Exhs. 3-5.) In each of these Letter Agreements, Plaintiff agreed not to seek judgment, and Sea Purity agreed to pay interest at the rate of 10% plus a fee to cover legal fees for the extension period. (Ibid.)

In December 2025, with the settlement amount still not having been paid, the parties executed an “Amendment to Settlement Agreement.” (Hayden Decl., ¶29, Exh. 6.) Notably, however, Defendant Jay Rogers was not a signatory to the Amendment to Settlement Agreement. This was expressly addressed in Par.

7.

The Amendment to Settlement Agreement purports to revise the payment terms of the Settlement Agreement by providing that the funds will be paid to Plaintiff by way of Letter of Credit. (Hayden Decl, Exh. 6 at ¶ 2.)

In Plaintiff’s opening brief, Plaintiff contends that the Amendment to Settlement Agreement is not valid because it was not signed by Jay Rogers, and the original Settlement Agreement expressly provides that “This Settlement Agreement may only be amended in a writing, signed by duly authorized representatives of all Parties.” (Hayden Decl, Exh. 1 at ¶ 8.6.)

Plaintiff further argues that “Rogers is an individual defendant in the underlying action and therefore necessarily has an interest in the disposition of the case, including enforcement of the Settlement Agreement. This is clearly why Rogers was required to and did sign the Settlement Agreement – not only as a representative of certain entity defendants, but as an individual defendant himself. Even if he is not individually required to make payment under the Settlement Agreement, his interest in the enforcement of the Settlement Agreement and ultimate disposition of this case remains material.” (Mtn at 14:24-15:1.)

In opposition, Defendants contend that the Amendment to Settlement Agreement is valid and enforceable, and that Jay Rogers’ signature on the Amendment was not necessary. Defendants further contend that they have complied with the terms of the Amendment to Settlement Agreement by initiating a Letter of Credit.

As noted above, Section 664.6 is only intended to provide a summary procedure, and is extremely limited in its application. The Court is not able to determine, based on the evidence provided, what Jay Rogers’ interest is in the settlement, and therefore declines to make a determination at this juncture as to the validity of the Amendment to Settlement Agreement. Further, the Court questions the effect of the three Letters of Extension on the terms of the Settlement Agreement and Amendment to the Settlement Agreement, insofar as it appears that Four Thirteen has already paid some prejudgment interest to Plaintiff.

Accordingly, the motion is DENIED.

Plaintiff to give notice.

107 ZeroCarbon Offsets SPV I, L.P. vs. Four Thirteen, LLC, 22-01290699 Zero Carbon Plaintiff ZeroCarbon Offsets SPV I, LLP (“Plaintiff”) seeks an order enforcing the Parties’ Settlement Agreement and for entry of judgment against Defendant Four Thirteen, LLC. The Court notes that there are additional Defendants in this action, including Jay Rogers, who are not named in the proposed judgment.

Code of Civil Procedure section 664.6(a) states: “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.”

“A court ruling on a motion under Code of Civil Procedure section 664.6 must determine whether the parties entered into a valid and binding settlement. [Citations.] A settlement is enforceable under section 664.6 only if the parties agreed to all material settlement terms. [Citations.] The court ruling on a motion may consider the parties’ declarations and other evidence in deciding what terms the parties agreed to, and the court’s factual findings in this regard are reviewed under the substantial evidence standard. [Citations.] If the court determines that the parties entered into an enforceable settlement, it should grant the motion and enter a formal judgment pursuant to the terms of the settlement. [Citation.]” (Hines v. Lukes (2008) 167 Cal.App.4th 1174, 1182.)

Code of Civil Procedure section 664.6 thus provides a summary procedure to enforce a settlement agreement by entering judgment pursuant to the terms of the settlement. (Hines v. Lukes (2008) 167 Cal.App.4th 1174, 1182.) “The statutory procedure for enforcing settlement agreements under section 664.6 is not exclusive. It is merely an expeditious, valid alternative statutorily created.” (Machado v. Myers (2019) 39 Cal.App.5th 779, 790.) Thus, “[t]he power of the trial court under Code of Civil Procedure section 664.6 . . . is extremely limited.” (Hernandez v. Board of Education (2004) 126 Cal.App.4th 1161, 1176 [emphasis added]).

Here, Plaintiff seeks an order against the aforementioned Defendants, jointly and severally, “in the amount of $3,248,978.39, plus pre-judgment interest at the rate of 10% per annum accrued from the date of October 22, 2025 until entry of judgment.” The proposed judgment also provides for post-judgment interest and costs of enforcement.