Golden West Baseball Co. v. City of Anaheim

• Court: California Court of Appeals
• Writing for the Court: WALLIN; SILLS, P.J., and RYLAARSDAM
• Citation: Golden West Baseball Co. v. City of Anaheim, 25 Cal.App.4th 11, 31 Cal.Rptr.2d 378 (Cal. App. 1994)
• Decision Date: 24 May 1994
• Docket Number: No. G007745,G007745
• Parties: GOLDEN WEST BASEBALL CO., Plaintiff and Appellant, v. CITY OF ANAHEIM and Anaheim Stadium Associates, Defendants and Appellants.

Page 378

31 Cal.Rptr.2d 378

25 Cal.App.4th 11

GOLDEN WEST BASEBALL CO., Plaintiff and Appellant, v. CITY OF ANAHEIM and Anaheim Stadium Associates, Defendants and Appellants.

No. G007745.

Court of Appeal, Fourth District, Division 3, California.

May 24, 1994.

Rehearing Denied June 21, 1994.

Review Denied Sept. 8, 1994.

[25 Cal.App.4th 18] Paul, Hastings, Janofsky & Walker, Costa Mesa, William B. Campbell, Los Angeles, Donald L. Morrow, Costa Mesa, Bruce D. Ryan, Washington, DC, Sean A. O'Brien and Linda Schilling, Costa Mesa, for plaintiff and appellant Golden West Baseball Co.

Rutan & Tucker, Michael D. Rubin, Thomas S. Salinger, and William W. Wynder, Costa Mesa, for defendant and appellant City of Anaheim.

Augustini & Wheeler, Alfred E. Augustini, Hufstedler, Kaus & Ettinger and Shirley M. Hufstedler, Los Angeles, for defendant and appellant Anaheim Stadium Associates.

OPINION

WALLIN, Associate Justice.

Golden West Baseball Company (GWBC), which owns the California Angels baseball team, sued the City of Anaheim (Anaheim) when Anaheim issued a conditional use permit for Anaheim Stadium Associates (ASA) to construct an office complex on part of the parking lot of Anaheim Stadium. GWBC claimed the proposed development violated the terms of its "lease" ¹ with Anaheim to use the stadium for Angels' home games. The judgment declared GWBC has a leasehold interest in the stadium and parking lot on game days and the proposed office complex breached the lease. It granted specific performance and injunctive relief aimed at preventing the development, but also found Anaheim had the right to develop those portions of the parking area not necessary to provide GWBC with the requisite number of surface-level parking spaces under the lease terms. Judgment was entered in favor of ASA on GWBC's cause of action for intentional interference with a contractual relationship. GWBC, Anaheim, and ASA all appeal the judgment.

On appeal GWBC contends the trial court erred by: (1) ruling Anaheim could develop part of the parking lot area; and (2) denying GWBC a jury trial on its cause of action against ASA for intentional interference with contractual relations. Anaheim contends the trial court erred by: (1) finding the agreement between GWBC and Anaheim is a lease that precludes Anaheim from providing minimum parking under the agreement in any fashion it saw fit, including parking structures; (2) granting GWBC injunctive relief; (3) finding Anaheim breached an amendment to the lease by issuing a conditional use permit for the ASA development; and (4) rejecting Anaheim's defenses of estoppel and unclean hands. ASA echoes Anaheim's arguments, and also contends: (1) GWBC did not prove the elements for specific performance; and (2) the trial court erred by quieting title in favor of GWBC. We affirm as modified.

* * *

In 1964 GWBC was anxious to relocate the Angels from Dodger Stadium, where they had been playing their home games. GWBC wanted its own stadium with parking facilities and was willing to enter into a long-term lease with a public entity which would build it. It expressed dissatisfaction with Dodger Stadium's terraced parking, voicing a preference for "flat land" parking. A GWBC representative told Anaheim's mayor the Angels "needed something in the vicinity of 150 acres" for the stadium and parking facilities. Anaheim responded it could provide a suitable site.

After protracted negotiations, GWBC and Anaheim entered into what purported to be a lease agreement (the 1964 agreement) for a stadium with a seating capacity of approximately 45,000 and "facilities," including parking for "a minimum of 12,000 cars for stadium customers." The stadium and facilities were constructed according to later developed plans and specifications. The agreement also provided that the area surrounding the stadium, except "to the extent necessary to provide the minimum parking for stadium use together with adequate egress and ingress" would be under Anaheim's "exclusive control" and not "bound to use" for GWBC. The parties lived in harmony under this agreement for over a decade until 1977, when Anaheim began negotiations with the Los Angeles Rams of the National Football League to move the Rams home field to Anaheim Stadium.

As part of those negotiations, Rams owner Carroll Rosenbloom and developers Cabot, Cabot & Forbes formed ASA. In 1978 Anaheim entered into a lease with ASA for extensive commercial development on the stadium parking lot as an inducement for the Rams move. Over a four-year period the plans were developed and modified. Meanwhile, GWBC and Anaheim negotiated and entered into an "Amended and Restated Lease Agreement" (the 1981 agreement), which acknowledged the parties disagreed about GWBC's right to control development on the parking lot. The agreement provided they would attempt to settle the dispute through good faith negotiations, but if they could not, the terms of the original lease would apply.

In late 1982 GWBC objected to ASA's development proposal, which was called the Wasson plan. It showed a 68-acre development, to be implemented in 2 phases: a 20-acre complex, including 4 office buildings along Orangewood Avenue and a 48-acre development of an unspecified nature to be built along State College Boulevard. GWBC opposed the issuance of a conditional use permit for the project. The permit was issued and, after several meetings between GWBC and Anaheim failed to settle the dispute, GWBC filed this action.

The complaint sought: (1) specific performance of the 1964 and 1981 agreements; (2) a permanent injunction enjoining Anaheim and ASA from depriving GWBC of the use and enjoyment of any part of the stadium parking lot, from ousting it from possession of the lot, from modifying, reducing or depriving it of ingress, egress, and traffic flow as shown on the plans and specifications, and from developing construction projects on any portion of the parking lot; (3) a declaration of rights under the 1964 and 1981 agreements; (4) quieting of GWBC's title to its interest in the parking lot without any modifications; (5) a declaration that allowing any businesses on the parking lot which compete with GWBC's concessions is a breach of the 1964 and 1981 agreements; and (6) damages against ASA for interfering with GWBC's contractual relations with Anaheim. Anaheim and ASA alleged several affirmative defenses, notably estoppel and unclean hands. The trial court found GWBC had a leasehold interest in the stadium and parking lot, and the planned development would breach the agreements, but Anaheim could develop a portion of the lot as long as it did not materially affect ingress and egress and preserved the ground-level parking spaces to which GWBC was entitled. The trial court also found Anaheim breached the 1981 amended lease by issuing a conditional use permit. It granted specific performance, an injunction, a declaration that GWBC has a leasehold in the premises subject to certain conditions, and quieted title in favor of GWBC. Although the court had severed the claim for intentional interference with contractual relations for a later jury trial, it entered judgment against GWBC on that cause of action.

I

GWBC contends the trial court erred by ruling Anaheim can develop part of the parking lot area provided the requisite minimum number of parking spaces remain. Anaheim and ASA respond that the trial court erred in finding the 1964 agreement between GWBC and Anaheim is a lease that precludes Anaheim from providing minimum parking under the agreement in any form it chooses, including multi-level parking structures. GWBC asserts the 1964 agreement was a lease, and the language giving Anaheim control of areas not necessary for parking was an invalid exclusion. Anaheim and ASA contend the agreement is not a lease, and even if it were, Anaheim properly reserved the right to develop the parking lot while providing the minimum parking.

The precise meaning of any contract, including a lease, depends upon the parties' expressed intent, using an objective standard. (Medical Operations Management, Inc. v. National Health Laboratories, Inc. (1986) 176 Cal.App.3d 886, 893, 222 Cal.Rptr. 455; see Kendall v. Ernest Pestana, Inc. (1985) 40 Cal.3d 488, 500, 502-504, 220 Cal.Rptr. 818, 709 P.2d 837 [using contract approach to construe lease].) When there is ambiguity in the contract language, extrinsic evidence may be considered to ascertain a meaning to which the instrument's language is reasonably susceptible. (Mission Valley East, Inc. v. County of Kern (1981) 120 Cal.App.3d 89, 98, 174 Cal.Rptr. 300.) A great quantity of extrinsic evidence was admitted here without objection. This is understandable because ambiguities existed in the 1964 agreement concerning whether a lease was intended, whether GWBC had the right to the parking lot as originally constructed or only to a specified minimum number of parking spaces, the minimum number of spaces promised to GWBC, and where those spaces could be located. ²

We review the agreement ³ and the extrinsic evidence de novo, even if the evidence is susceptible to multiple interpretations, unless the interpretation depends upon credibility. (Garcia v. Truck Ins. Exchange (1984) 36 Cal.3d 426, 439, 204 Cal.Rptr. 435, 682 P.2d 1100.) If it does, we must accept any reasonable interpretation adopted by the trial court. (In re Marriage of Fonstein (1976) 17 Cal.3d 738, 746-747, 131 Cal.Rptr. 873, 552 P.2d 1169.) Not surprisingly, GWBC urges there were credibility conflicts, and substantial evidence supports the trial court's interpretation of the agreement. Anaheim and ASA stress the trial court's interpretation was unreasonable, and argue for a different de novo interpretation. We address those contentions after a review of the pertinent evidence.

Negotiations Leading to the 1964 Agreement

In April 1964 GWBC's attorney, Alfred Marshall, wrote a "Resume of Prospective Stadium Lease" stating...