## Facts

- In 1971, Charles Campbell opened the Charles Campbell Gallery in San Francisco in a building owned by Campbell and his wife.
- In 2002, Campbell hired Steven Lopez to work at the gallery.
- In 2004, Campbell and Lopez formed a partnership to own and manage the gallery.
- In 2006, Campbell told Lopez he intended to dissolve the partnership and sell the building where the gallery operated.
- During the dissolution process, Campbell discovered that Lopez had inserted a lease provision purporting to let Lopez rent the building from Campbell for $1,000 per month.
- Campbell sued Lopez in California state court, alleging fraud and seeking dissolution of the partnership.
- Lopez filed a cross-complaint against Campbell asserting breach of contract and other causes of action.
- The parties entered into a written settlement agreement to resolve the dispute. Under the settlement:
  - Campbell agreed to pay Lopez $50,000.
  - Lopez was allowed to operate another gallery and to take with him all consigned art and certain gallery furniture.
  - Campbell would retain the artwork in the gallery that Campbell personally owned.
  - Lopez agreed to vacate the building owned by Campbell.
- About three months after the settlement, Campbell moved to enforce the settlement, claiming Lopez refused to vacate the building.
- Lopez responded that he would not leave until “gallery inventory” artwork was divided between the parties, contending it was a separate category not distributed by the settlement.
- The trial court granted Campbell’s motion, concluding the settlement had already divided the gallery’s artwork and that no additional “gallery inventory” category remained to be allocated.
- Lopez appealed from the enforcement order.

## Issues

1. Whether the settlement agreement was enforceable as written to require Lopez to vacate the premises, despite Lopez’s claim that additional “gallery inventory” artwork still had to be divided.
2. Whether the trial court erred by finding the settlement fully allocated the gallery’s artwork and left no undistributed category of “gallery inventory.”

## Decision

- The California Court of Appeal affirmed the trial court’s order enforcing the settlement agreement.
- The court agreed that the settlement’s allocations disposed of the artwork categories at issue and did not leave an unassigned “gallery inventory” pool that would justify Lopez’s refusal to vacate.
- Because the settlement resolved the property split addressed in the dispute, Lopez had no basis under the settlement to stay in the building pending further division of artwork.

## Legal Principles

- A settlement agreement is a contract, interpreted under ordinary rules of contract interpretation, with the goal of carrying out the parties’ intent as expressed in the agreement.
- A court may enforce a settlement when the material terms are sufficiently definite and the agreement is complete enough to be performed.
- A party resisting enforcement cannot defeat a settlement by asserting an extra, unwritten category of property or condition that conflicts with the settlement’s terms and structure.
- Appellate review gives deference to trial-court factual determinations supporting enforcement when supported by the record, while interpretation of an unambiguous written agreement is primarily a question of law.

## Conclusion

Campbell v. Lopez involved a dispute between former partners in an art gallery that was resolved by a written settlement allocating artwork and requiring Lopez to vacate Campbell’s building; when Lopez refused to leave based on a claimed remaining “gallery inventory” category, the trial court enforced the settlement and the Court of Appeal affirmed, concluding the agreement already distributed the relevant artwork and supported specific enforcement of the move-out term.


Campbell v. Lopez, 2009 WL 1878701 (2009)