Filed 11/15/18 Xia v. Park Townsend Homeonwers’ Assn. CA6

NOT TO BE PUBLISHED IN OFFICIAL REPORTS

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SIXTH APPELLATE DISTRICT

FANG XIA, Plaintiff, Cross-defendant and Appellant, v. PARK TOWNSEND HOMEOWNERS’ ASSOCIATION, Defendant, Cross-complainant and Respondent.

H042985 (Santa Clara County Super. Ct. No. CV148574)

Appellant Fang Xia appeals the trial court’s order granting respondent Park Townsend Homeowners’ Association’s (Park Townsend) motion to enforce a settlement agreement under Code of Civil Procedure section 664.6.[1] In the same order, the court denied Xia’s competing motion to enforce a settlement agreement. At dispute is whether the terms of the settlement agreement required Park Townsend to remove all plumbing from Xia’s property, located at 55 Devine Street (55 Devine), or if Park Townsend was required to remove only the water backflow testing system. The trial court found the settlement agreement mandated removal of only the water backflow testing system. As we explain, we agree with the trial court’s conclusion and affirm the judgment.

Background[2]

Xia and Park Townsend have been litigating with each other for several years. Some of the underlying issues between the parties, such as Xia’s obligation to pay homeowners’ association (HOA) fees to Park Townsend, are unrelated to this appeal. We recite only the facts relevant to the issue presented on appeal.

1. The Dispute Between Xia and Park Townsend

Park Townsend is a homeowners’ association composed of 96 condominiums and live-work spaces located in a five-story building in San Jose. In 2006, Xia and her husband, Danning Jiang, purchased a part of the building, located at 55 Devine Street. Jiang transferred his interest in 55 Devine to Xia in 2008.

Xia and Park Townsend have been locked in a dispute since 2010, when Xia filed a lawsuit alleging that 55 Devine was not a member of Park Townsend and should not have to pay HOA fees. Xia’s complaint also alleged 55 Devine had suffered damage as a result of a leak from the building’s main water pipes, which were located inside 55 Devine.[3] Jiang, an attorney, represented his wife in the proceedings below.[4]

2. The Settlement Agreement

After Xia filed her complaint, Xia and Park Townsend began negotiating a settlement. Xia and Park Townsend eventually signed and entered into a settlement agreement on September 1, 2014. Relevant here, a section of the settlement agreement mandated the removal of facilities or equipment that service the whole building from 55 Devine.

The settlement agreement stated: “The HOA [Park Townsend] presently has certain facilities/equipment in the Property that service the entire building, including the water back-flow system located at the southwest corner of the Property, the red color box on the east side wall of the Property and [sic] used for the building security systems. Within 180 days from the date the Agreement is signed, the HOA shall remove the water back-flow system and the red color box out of the Property at the HOA’s expenses [sic]. Xia shall cooperate with the moving process by providing the HOA and its contractors reasonable access to the property. The ducting or ventilation system in the ceiling is not the HOA’s facility/equipment. The HOA is not required to remove it and does not restrict Xia from removing it.”

3. The Competing Motions to Enforce the Settlement Agreement

1. Xia’s Motion

On July 29, 2015, Xia filed a motion under section 664.6 seeking to enforce the terms of the parties’ settlement agreement. Xia argued that Park Townsend had agreed to remove all plumbing from a closet inside of 55 Devine, not just what she characterized as the water backflow test device. She also insisted Park Townsend had waived any claim of financial impossibility to move the equipment. In support of her motion, Xia attached a declaration prepared by Jiang. Jiang’s declaration summarized some of the written exchanges he had with Park Townsend’s counsel, A. Alan Berger. Copies of the e‑mails and letters were attached as exhibits to Jiang’s declaration.

The written exchanges were as follows:

On December 13, 2013, Jiang sent Berger a letter that stated: “In the past, you also indicated to me that the HOA had tentatively decided to relocate all common area equipment presently located in 55 Devine to outside places. That decision would just need the Board’s consent.” (Italics added.)

On March 18, 2014, Berger replied to Jiang with the following: “I have had an opportunity to speak with my board and I am hopeful that we are able to resolve this matter. We are able to agree to all of the terms in your letter of December 13, 2013 and those we previously discussed with one exception [related to the HOA fees].”

On March 31, 2014, Jiang sent Berger a copy of a settlement agreement and asked him to review it and let him know if it was acceptable to his clients. Attached to the e‑mail was an earlier version of the settlement agreement. That version of the settlement agreement stated: “The HOA presently has certain facilities/equipment installed in the Property, including but not limited to the water back-flow system, the ventilation system to the common area, the wires/cables the building security systems. Within 180 days from the date the Agreement is signed, the HOA shall remove all its facilities/equipment out of the space at the HOA’s expenses [sic]. Xia shall cooperate with the moving process by providing the HOA and its contractors reasonable access to the Property.”

On April 22, 2014, Jiang sent Berger an e‑mail asking if he could have all vendors come to 55 Devine to make a “list of all HOA equipment/items in the property” so Park Townsend could get estimates on “removing the items.” Berger replied to the e‑mail and confirmed that “all vendors” would go to 55 Devine on April 28, 2014.

On August 18, 2014, Jiang e‑mailed Berger and stated: “The agreed term is that the HOA agrees to move out all its common area equipment. This is not contingent upon whether there will be inspection requirement on the equipment, or if the equipment needs to be moved.”

On August 19, 2014, Berger sent Jiang an e‑mail that said: “I was pointing out in my last email that the board was willing to move all equipment unless it was financially impossible to do so. They are no longer raising that argument. The plumbing will be moved if the City allows it and we are working on that proposal at this time. I hope to have a final word in the next week.”

On August 20, 2014, Berger followed up with another e‑mail to Jiang, stating that “the plumbing will be moved as planned.” That same day, Jiang replied to Berger’s e‑mail and asked for clarification. Specifically, Jiang stated: “Please allow me to understand the facts stated in your email better as following: [¶] 1. The plumbing or water back-flow system can be moved for sure.” Berger replied, “The board is committed to removing and relocating the plumbing system. The only issue would be if the City refuses to allow it to be moved. I can’t imagine why they would be concerned with this but I suppose it is a remote possibility.”

Subsequently, on September 1, 2014, the parties signed the final version of the settlement agreement.

2. Park Townsend’s Motion

Park Townsend filed its own motion seeking to enforce the settlement agreement. In its motion, Park Townsend argued the language of the settlement agreement acknowledged there was equipment inside 55 Devine that serviced the entire building. According to Park Townsend, the domestic water supply for the building and the attached water backflow device are both located in a closet inside 55 Devine. Park Townsend maintained the parties had agreed to move the water backflow device but had not agreed to move all domestic water piping located in 55 Devine’s closet. According to Park Townsend, all 96 condominium units have their water routed through the closet and the “HOA would never have agreed to remove, relocate and replumb the entire water system to remove all of the piping from [55 Devine’s] closet.” Moreover, removing only the water backflow testing device would satisfy the intent of the settlement agreement, because Park Townsend would have no further interest in entering or inspecting 55 Devine on a periodic basis.

Park Townsend acknowledged that Xia had attached copies of written exchanges between Jiang and Berger to support her motion to enforce the settlement agreement. Park Townsend, however, argued the correspondence was not admissible evidence because section 15 of the agreement reads: “The Parties understand and agree that this Agreement contains the entire agreement of the parties and that any and all prior or contemporaneous agreement, understandings or representations, written or oral, are merged herein and extinguished.” Thus, Park Townsend objected to the introduction of any pre-settlement discussions as evidence.

Park Townsend attached several declarations in support of its motion to enforce the settlement agreement. The first declaration was prepared by Karyn Glassow, an employee of Professional Association Services, which presently acted as Park Townsend’s agent and property manager. Glassow declared she was onsite at 55 Devine on January 19, 2015, when AquaTek Plumbing, which had been retained by Park Townsend to remove the water backflow system, arrived to start construction work. When the work commenced, Glassow declared that Jiang, who was present, told AquaTek personnel that he did not want any piping to remain inside 55 Devine’s closet. Since AquaTek had been retained to remove only the water backflow system, the project was halted and the backflow system was not removed.

According to Glassow, AquaTek was asked if it was possible to move the entire domestic water system from 55 Devine. AquaTek’s response, dated May 15, 2015, indicated that “[r]elocating the backflow device is possible; however, because of the incoming and outgoing water run through the commercial space of 55 Devine, the cost for relocating this plumbing would be well in excess of $100,000.”[5]

Park Townsend also attached a declaration prepared by Lee Penning, Park Townsend’s president. Penning asserted that from his personal review of specifications and documents supplied by the property’s developer, the location of the commercial space at 55 Devine was initially meant to be a lobby for the residential units. Thus, the “entire domestic water system for the building and all residential units is plumbed through the closet space located in 55 Devine.” According to Penning, the plumbing system itself requires no maintenance, but the water backflow device is subject to yearly inspections by San Jose Water and the City of San Jose. However, Park Townsend has had a difficult time securing Xia’s permission to enter 55 Devine to perform the mandatory inspections. In the past, Park Townsend has resorted to paying Xia a fee to get access to the backflow system to run the required tests.

Penning declared that as the parties negotiated to settle the lawsuit, they considered it vital to resolve the issues related to Park Townsend’s need to enter Xia’s property for testing or inspections. Penning declared, “[t]he HOA does not wish to deal with Plaintiff and Mr. Jiang in any capacity and Plaintiff clearly does not want the HOA to enter their [sic] property unless necessary.” Thus, as a result of negotiations regarding the recurring issues surrounding entry into 55 Devine for inspections and testing, Park Townsend agreed to move a fire alarm, referred to as a “red box” in the settlement agreement, and the “backflow device from the existing plumbing in the 55 Devine closet to the exterior of the building.” AquaTek was retained by Park Townsend to complete the plumbing work and appropriate permits were obtained. According to Penning, Jiang was onsite the day AquaTek was scheduled to remove the water backflow device. At that time, Jiang advised them that Xia had agreed to remove the entire plumbing system, not just the backflow device. Penning attested he was “shocked by this information,” and would “never have agreed to remove all of the plumbing in the closet, if that were even possible.”

Diego Ochoa, an employee of Professional Association Services, Inc., also prepared a declaration in support of Park Townsend’s motion. Ochoa attended a backflow system inspection conducted by AquaTek on July 28, 2015, and took several photographs to assist the court. Ochoa took photos of the closet containing the building’s water supply system and the water backflow prevention system.

Berger, Park Townsend’s attorney, prepared his own declaration. According to his declaration, Berger was present in late 2014 during a meeting with representatives of AquaTek, Jiang, and Park Townsend’s property manager. During the meeting, the plumber discussed running a pipe from the existing domestic water supply along the ceiling, outside the concrete wall and to an outside location in an effort to relocate the backflow testing device to the outside of the building. Jiang consented to the move “in principle.” Berger declared it was Park Townsend’s intent to move all equipment from 55 Devine that would require it to gain entry into the premises for testing or inspections.

Attached to Berger’s declaration was a letter dated April 10, 2015, sent by Jiang requesting Park Townsend remove “both the water back-flow system and the red box from the Property.” On May 13, 2015, Berger responded, stating that the plan to move “all of the equipment necessary for the backflow testing to a location outside of 55 Devine” had already been devised, and it was halted because of Jiang’s new demand to remove all the plumbing inside the closet. On May 16, 2015, Jiang responded, arguing that the settlement agreement was clear and required the HOA to move “the water back‑flow system.”

3. Xia’s Opposition to Park Townsend’s Motion

Xia opposed Park Townsend’s motion and submitted a declaration prepared by Jiang. Xia argued that removing the water backflow testing device included removing the accompanying plumbing in the closet. Jiang’s declaration disputed some of Park Townsend’s representations. According to Jiang, he had no idea AquaTek intended to install additional plumbing to connect the existing plumbing to the outside area where the water backflow testing device would be relocated. Jiang claimed that if he had known that was the plan, he would have opposed the action earlier for not conforming to the terms of the parties’ settlement agreement.

4. Xia’s Evidentiary Objections

On August 20, 2015, Xia filed written objections to Park Townsend’s evidence. In part, Xia objected to portions of both Penning and Berger’s declarations on hearsay grounds. With respect to Penning’s declaration, Xia further objected to it on the basis of relevancy.

4. The Hearing and Order Granting Park Townsend’s Motion

The matter came before the court at a hearing on August 27, 2015. At the hearing, the court noted the parties appeared to agree that Park Townsend needed to remove the water backflow system, but there was a dispute as to whether Park Townsend needed to remove all plumbing or merely the backflow testing device.

During the hearing, Xia referred the court to a photograph she had taken that was attached to her opposition to Park Townsend’s motion. The picture was of the water backflow system, which includes “five different parts.” There is a blue part at the center of the system, two red colored components with wheels on top located to the right and left-hand side of the blue part, and brown piping adjacent to the red components. Xia argued that AquaTek had previously indicated it intended to remove only the blue part shown in the photograph, which is used for testing, without removing the red components or brown piping.

Park Townsend clarified that AquaTek intended to remove all the parts that would require testing or inspection, which it believed would include the “two red contraptions with the wheels on top.” However, Park Townsend reiterated it had not agreed to remove all the pipes in the closet, which included pipes used for the building’s domestic water system.

After considering the parties’ arguments, the court determined that it would grant Park Townsend’s motion to enforce the settlement agreement. In so ruling, the court stated that it needed to interpret the agreement “in a reasonable manner to carry out the intent of the parties.” The court determined that the settlement agreement intended to resolve the conflicts arising from Park Townsend’s need to enter Xia’s commercial space to carry out inspections or testing. Thus, the court determined Park Townsend’s interpretation of what “removal of the backflow system device” meant was reasonable.

Subsequently, on August 27, 2015, the court granted Park Townsend’s motion to enforce the settlement agreement and denied Xia’s competing motion. In its order, the court stated that “The language in paragraph 3 [of the settlement agreement] specifically states the HOA shall remove the water backflow system and red color box. Paragraph 15 contains a merger clause. There is no compelling evidence to suggest the parties agreed to relocate the entire water system. Rather, the Court finds HOA’s [Park Townsend’s] evidence compelling as to what would be done in connection with the removal of [the] water backflow system.” The court did not rule on Xia’s evidentiary objections.

Discussion[6]

1. Evidentiary Rulings

We first address Xia’s argument that the trial court erred when it admitted inadmissible hearsay statements into the record and failed to rule on her evidentiary objections.

Preliminarily, we note that Xia did not obtain a ruling from the trial court on her evidentiary objections. In fact, Xia argues the trial court’s failure to rule on her evidentiary objections was error. Her argument, however, is unsupported. She does not cite to any case law or statute supporting her claim that the court’s failure to address her evidentiary objections on the record was “error as a matter of law.” Moreover, in some contexts, failing to obtain a final ruling waives evidentiary objections on appeal. (Compare U.S. Western Falun Dafa Assn. v. Chinese Chamber of Commerce (2008) 163 Cal.App.4th 590, 606, fn. 5 [evidentiary objections waived in anti-SLAPP context when counsel does not seek or obtain ruling on objections at hearing unless requests for ruling would have been futile] with Reid v. Google, Inc. (2010) 50 Cal.4th 512, 526 [in a summary judgment action, failure to obtain express ruling on an evidentiary objection does not waive objection on appeal].)

Here, Xia did not object to the trial court’s failure to issue an express ruling on her objections. Nor did she request a ruling on her objections during the hearing. However, in this particular case, we find she has not waived her objections. Based on its decision, which found Park Townsend’s evidence “compelling” and gave credence to its interpretation of the term “water backflow system,” we believe the court’s order can be reasonably interpreted as impliedly admitting Park Townsend’s evidence and overruling Xia’s objections.

Xia, however, has waived arguments pertaining to the evidentiary objections she failed to discuss in her opening brief. Before the trial court, Xia objected to portions of both Penning and Berger’s declarations on hearsay grounds. Xia also objected to Penning’s declaration on the basis of relevancy. Xia does not reiterate all her objections on appeal. Rather, Xia argues only that Berger’s declaration contained hearsay statements. She does not provide any legal analysis or argument pertaining to the admissibility of Penning’s declaration.

“[N]o error warrants reversal unless the appellant can show injury from the error. [Citation.] In order to demonstrate error, an appellant must supply the reviewing court with some cogent argument supported by legal analysis and citation to the record. [Citations.] Similarly, we may disregard conclusory arguments that are not supported by pertinent legal authority or fail to disclose the reasoning by which the appellant reached the conclusions he wants us to adopt.” (City of Santa Maria v. Adam (2012) 211 Cal.App.4th 266, 286-287.) Since Xia has failed to supply reasoned argument or analysis supporting her objections to Penning’s declaration, she has waived those claims.

In contrast, Xia has supported her arguments pertaining to the admissibility of Berger’s declaration in her opening brief. Thus, these arguments are not waived. On appeal, Xia argues the portion of Berger’s declaration detailing the statements made by an unidentified AquaTek plumber are hearsay under Evidence Code section 1200. We review the court’s evidentiary rulings for an abuse of discretion. (People v. Waidla (2000) 22 Cal.4th 690, 725.)

In his declaration, Berger stated: “The plumber discussed running a pipe from the existing domestic water supply piping along the ceiling, outside the concrete wall and to the outside location. The purpose of this plan was to relocate the back-flow testing device to the outside of the building. We asked Mr. Jiang to give his consent . . . .”

We disagree with Xia’s interpretation that this statement is hearsay. Hearsay is an out of court statement offered for the truth of the matter asserted. (Evid. Code, § 1200.) However, out of court statements are not hearsay if they are offered for some other purpose, such as to show a statement was made or to show the effect of a statement on the listener. Xia does not explain how the statements made by the AquaTek plumber were offered to prove the matter asserted. Moreover, based on the context of the statements, we do not believe the trial court would have abused its discretion by concluding the statements were not introduced to prove the truth of what was said. It would have been reasonable for the court to determine the statements were introduced to show they were made in the first place or to demonstrate the effect it had on Jiang, who was present when the statements were made.

Based on the foregoing, Xia has not met her burden to demonstrate the court erred when it implicitly overruled her evidentiary objection and admitted Berger’s declaration into evidence.

2. The Trial Court’s Order Granting Park Townsend’s Motion Under Section 664.6

Xia argues the trial court’s interpretation of the settlement agreement demonstrates it failed to give effect to the mutual intent of the parties. Furthermore, she argues the trial court’s interpretation of what constitutes the “water backflow system” is not supported by substantial evidence. As we explain, we find no merit in Xia’s arguments.

1. Governing Legal Principles

“If parties to pending litigation stipulate, in a writing signed by the parties outside the presence of the court . . . , for settlement of the case, or part thereof, the court, upon motion, may enter judgment pursuant to the terms of the settlement.” (§ 664.6.) “Section 664.6 was enacted to provide a summary procedure for specifically enforcing a settlement contract without the need for a new lawsuit.” (Weddington Productions, Inc. v. Flick (1998) 60 Cal.App.4th 793, 809 (Weddington).) The trial court “hearing a section 664.6 motion may receive evidence, determine disputed facts, and enter the terms of a settlement agreement as a judgment.” (Id. at p. 810.) However, the court may not “create the material terms of a settlement, as opposed to deciding what the terms the parties themselves have previously agreed upon.” (Ibid.)

“A settlement agreement is a contract, and the legal principles which apply to contracts generally apply to settlement contracts.” (Weddington, supra, 60 Cal.App.4th at p. 810.) Under Civil Code section 1636, “[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.”

“ ‘Where the meaning of the words used in a contract is disputed, the trial court must provisionally receive any proffered extrinsic evidence which is relevant to show whether the contract is reasonably susceptible of a particular meaning. [Citations.] Indeed, it is reversible error for a trial court to refuse to consider such extrinsic evidence on the basis of the trial court’s own conclusion that the language of the contract appears to be clear and unambiguous on its face. Even if a contract appears unambiguous on its face, a latent ambiguity may be exposed by extrinsic evidence which reveals more than one possible meaning to which the language of the contract is reasonably susceptible.’ ” (Wolf v. Superior Court (2004) 114 Cal.App.4th 1343, 1350-1351 (Wolf).)

Thus, “[t]he 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 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.’ ” (Wolf, supra, 114 Cal.App.4th at p. 1351.)

2. Substantial Evidence Supports the Trial Court’s Determination

The parties do not dispute the trial court’s determination that the settlement agreement was ambiguously worded. Xia, however, disputes the trial court’s resolution of the ambiguity in the term “water backflow system” in Park Townsend’s favor. Following the hearing, the trial court determined the “water backflow system” included all plumbing related to the water backflow device that required regular inspection and testing and did not include any plumbing used for the building’s domestic water supply. As we explain, we find substantial evidence supports the trial court’s conclusion.

Preliminarily, we note that below and on appeal, Park Townsend argues we cannot consider any of the extrinsic evidence submitted by Xia to support her interpretation of “water backflow system,” because the settlement agreement contained a merger clause. We find no merit in this contention. The “merger clause” at issue here is essentially an integration, where the parties agreed that the settlement agreement constituted a final embodiment of the agreement. Thus, parol evidence cannot be admitted to add or vary the terms of the agreement. (Aragon-Haas v. Family Security Ins. Services, Inc. (1991) 231 Cal.App.3d 232, 240.) However, parol evidence can be admitted when the contract terms are ambiguous so the trial court can determine the mutual intent of the parties and discern how to interpret the contract. (Wolf, supra, 114 Cal.App.4th at pp. 1350-1351.) “ ‘[R]ational interpretation requires at least a preliminary consideration of all credible evidence offered to prove the intention of the parties.’ ” (Aragon-Haas, supra, at p. 240.)

Based on the evidence presented by the parties, we find substantial evidence supports the trial court’s factual determination that Park Townsend’s interpretation of “water backflow system” controlled. According to Penning’s declaration, the removal of the water backflow system was negotiated by the parties to resolve the difficulties and conflicts arising from Park Townsend’s need to enter 55 Devine to conduct periodic testing and inspections. The water backflow system is what requires Park Townsend to enter 55 Devine. Based on Park Townsend’s declarations, the plumbing used for the building’s domestic water supply would not require regular periodic inspections or testing. Thus, if the components that require inspections or testing are moved, Park Townsend will no longer need access to 55 Devine.

In sum, Park Townsend’s evidence supports the trial court’s conclusion that the “water backflow system” includes all parts that require periodic testing and inspection but does not include additional piping in the closet that supplies water for the rest of the building. For the same reasons, we disagree with Xia’s contention that the trial court’s interpretation failed to give effect to the mutual intent of the parties.[7] As stated, the court’s interpretation satisfies the intent of the parties to resolve the conflicts arising from Park Townsend’s need to secure Xia’s permission to enter her space.

We acknowledge there is also evidence that supports Xia’s position. As Xia points out, the parties did not consistently use the same terms to describe the water backflow system. At various points in their correspondence, the parties described the “water backflow system” as the “plumbing” and the “plumbing system.” An e‑mail sent by Jiang to Park Townsend’s counsel even requests that Park Townsend clarify if it was going to remove “all plumbing” from within 55 Devine. Jiang also sent an e‑mail stating that “[t]he agreed term is that the HOA agrees to move out all its common area equipment. This is not contingent upon whether there will be inspection requirement on the equipment, or if the equipment needs to be moved.” Thus, there is evidence that the parties had mutually agreed that Park Townsend would remove all plumbing from inside the closet with no contingency that only those items requiring inspections be removed.

However, our role as the appellate court is confined. We are not permitted to reweigh the evidence or make our own findings of fact. Here, there was conflicting evidence presented as to what the parties meant by the term “water backflow system,” and the trial court made a factual determination based on the submitted evidence. Furthermore, although Jiang’s e‑mail indicated that Xia may have intended that the items to be removed should not be contingent on having an inspection requirement, the evidence submitted does not indicate Berger affirmatively responded or adopted Xia’s interpretation. Thus, having found the court’s conclusion is supported by substantial evidence, our inquiry ends. (Wolf, supra, 114 Cal.App.4th at p. 1351.)

Xia, however, argues Park Townsend’s evidence is unreliable. She recounts several statements made by Park Townsend in its motion that she claims are demonstrably false. For example, she argues that Townsend Commercial LLC (an entity related to Park Townsend’s collection of HOA fees from Xia) was an active corporation despite Park Townsend’s contrary representations, and there were feasible alternatives to relocating the water backflow testing system without having to run additional piping through 55 Devine. Xia does not explain how these allegedly false or misleading statements are related to the ultimate issue presented on appeal—whether Park Townsend’s interpretation of what constituted the water backflow system controlled. To the extent these purportedly false statements tended to indicate Park Townsend’s evidence was not credible, we must defer to the trial court’s credibility findings. (De Guere v. Universal City Studios, Inc. (1997) 56 Cal.App.4th 482, 501 [contract interpretation is a judicial function unless interpretation of the contract turns on credibility of extrinsic evidence].)

Xia also claims the evidence submitted by Park Townsend—the declarations by Penning and Berger—do not constitute competent parol evidence. We disagree. The declarations submitted by Penning and Berger were evidence of the surrounding circumstances under which the parties entered into the settlement agreement, which the court rightfully considered. (Winet v. Price (1992) 4 Cal.App.4th 1159, 1167-1168.)

Below and on appeal, Xia meticulously parses the words used by the trial court and the parties when they referred to the water backflow system. She claims that a “system” cannot be composed of just a single “device.” Thus, she insists the trial court’s order failed to give the words found in the settlement agreement their ordinary meaning as required under Civil Code section 1644.

We believe Xia’s claim is premised on a misreading of the trial court’s order granting Park Townsend’s motion. The court’s order specifically states it found Park Townsend’s evidence “compelling as to what would be done in connection with the removal of the water backflow system.” The court never stated that its interpretation of the water backflow system was that it was composed of just one device or component. As we previously stated, the trial court’s interpretation of the settlement agreement, which we believe is reasonable, is that Park Townsend had agreed to move all components of the “water backflow system.” The water backflow system, as interpreted by Park Townsend and adopted by the trial court, consisted of whatever parts required regular inspection and testing by the city and the water company and did not include the domestic water piping for the building.

3. Vagueness and Scope of the Trial Court’s Order

Lastly, we address Xia’s claim that the trial court’s order is too vague to be enforced. In a related argument, Xia argues the trial court and Park Townsend mistakenly characterize her as requesting that “all of the domestic water piping be removed.” She claims she has never insisted on such an action and has only requested removal of the water backflow system as agreed upon in the settlement agreement. We believe both of Xia’s arguments stem from the parties’ conflict over the definition of “water backflow system” coupled with their use of various terms to describe the system (both parties at various points describe the water backflow system as the “plumbing system” and the “backflow system,” and later the trial court and Park Townsend both reference the “backflow testing device”).

Based on Park Townsend’s representations, there is domestic water piping located inside 55 Devine’s closet. Thus, when Xia insisted that all plumbing inside the closet be removed, Park Townsend interpreted this as a request that the domestic water piping be removed. Xia’s understanding of the water backflow system is different. In her opposition to Park Townsend’s motion to enforce the settlement agreement, Xia provided a photograph that she claimed depicted the entire water backflow system located inside 55 Devine’s closet. During the hearing, Xia identified five different parts that made up the device: a blue center, two red parts with wheels on top, and brown piping. She argues all five components—including the piping—are part of the water backflow system and must be removed per the settlement agreement. Thus, when Xia insisted that all plumbing be removed from the closet, she believed her request was that the water backflow system be removed.

The comments made by the parties during the hearing reflect the reality that what constitutes the water backflow system and what constitutes domestic water piping for the building has not been specifically established. Neither party submitted evidence identifying each of the plumbing components found inside 55 Devine’s closet. As a result, the trial court’s order did not name the specific items to be removed (such as the blue part, the red components with the two wheels on top, or the brown piping).

Xia claims this vagueness is fatal to the trial court’s order. According to Xia, it is wholly unclear if the trial court’s order means that only the blue part seen in her photograph will be removed, or if the two red components with wheels on top will also be removed.

We disagree with Xia’s contention that the trial court’s order is too vague. To be fair, the trial court’s use of the term “water backflow system,” standing alone, is ambiguous. The parties actively disputed what constitutes the “water backflow system.” However, the trial court’s order is readily interpreted based on its context. In its order, the court stated it believed evidence supported Park Townsend’s interpretation of what the “water backflow system” included. During the hearing and in its papers, Park Townsend argued the “water backflow system” included all components that required testing and inspection by the city and water company but did not include any of the domestic water piping that supplied water to the rest of the building.

Even though it does not name or specify the exact parts that will be removed, the court’s order is not too vague. A reasonable interpretation of the court’s order is that Park Townsend will be required to remove all parts of the plumbing system in 55 Devine’s closet that require regular inspection or testing, but is not required to move piping in the closet used for the building’s domestic water supply.

Disposition

The order granting the motion to enforce settlement pursuant to Code of Civil Procedure section 664.6, as amended to constitute a final appealable judgment (Critzer v. Enos (2010) 187 Cal.App.4th 1242, 1252), is affirmed. Respondent is entitled to its costs on appeal.